UNITED STATES COMMODITY FUNDS LLC

General Partner of the United States Gasoline Fund, LP

 

March 28, 2016

Dear United States Gasoline Fund, LP Investor,

Enclosed with this letter is your copy of the 2015 financial statements for the United States Gasoline Fund, LP (ticker symbol “UGA”). We have mailed this statement to all investors in UGA who held shares as of December 31, 2015 to satisfy our annual reporting requirement under federal commodities laws. In addition, we have enclosed a copy of the current UGA Privacy Policy. Additional information concerning UGA’s 2015 results may be found by referring to UGA’s Annual Report on Form 10-K (the “Form 10-K”), which has been filed with the U.S. Securities and Exchange Commission (the “SEC”). You may obtain a copy of the Form 10-K by going to the SEC’s website at www.sec.gov, or by going to UGA’s website at www.unitedstatescommodityfunds.com. You may also call UGA at 1-800-920-0259 to speak to a representative and request additional material, including a current UGA Prospectus.

United States Commodity Funds LLC is the general partner of UGA. United States Commodity Funds LLC is also the general partner or sponsor and manager of several other commodity based exchange traded security funds. These other funds are referred to in the attached financial statements and include:

United States Oil Fund, LP	(ticker symbol: USO)	United States 12 Month Natural Gas Fund, LP	(ticker symbol: UNL)
United States Natural Gas Fund, LP	(ticker symbol: UNG)	United States Brent Oil Fund, LP	(ticker symbol: BNO)
United States 12 Month Oil Fund, LP	(ticker symbol: USL)	United States Commodity Index Fund	(ticker symbol: USCI)
United States Diesel-Heating Oil Fund, LP	(ticker symbol: UHN)	United States Copper Index Fund	(ticker symbol: CPER)
United States Short Oil Fund, LP	(ticker symbol: DNO)	United States Agriculture Index Fund	(ticker symbol: USAG)

Information about these other funds is contained within the Annual Report as well as in the current UGA Prospectus. Investors in UGA who wish to receive additional information about these other funds may do so by going to their website.^* The website may be found at www.unitedstatescommodityfunds.com.

 

You may also call United States Commodity Funds LLC at 1-800-920-0259 to request additional information.

Thank you for your continued interest in UGA.

Regards,
/s/ John P. Love
John P. Love
President and CEO
United States Commodity Funds LLC

*

This letter is not an offer to buy or sell securities. Investment in any of these other funds is only made by prospectus. Please consult the relevant prospectus for a description of the risks and expenses involved in any such investment.

 

PRIVACY POLICY

UNITED STATES COMMODITY FUNDS LLC

 

Introduction

 

This document sets forth the Sixth Amended Privacy Policy of United States Commodity Funds LLC (the “Company”), adopted on December 6, 2008, last amended on March 20, 2014. The Company is a commodity pool operator registered with the Commodity Futures Trading Commission, and (i) the statutory trust for which the Company acts as sponsor, United States Commodity Index Funds Trust (the “Index Funds Trust”), and each series therein and (ii) each of the funds for which the Company serves as the general partner or serves as sponsor (each a “Fund” and together, the “Funds” as defined in Appendix A, which may be amended from time to time), each as referenced above relating to the collection, maintenance and use of nonpublic personal information about the Funds’ investors, as required under federal legislation. This privacy policy applies to the nonpublic personal information of investors who are individuals and who obtain financial products or services primarily for personal, family or household purposes.

Collection of Investor Information

 

Shares of the Funds are registered in the name of Cede & Co., as nominee for the Depository Trust Company. However, the Company may collect or have access to personal information about Fund investors for certain purposes relating to the operation of the Funds, including for the distribution of certain required tax reports to investors. This information may include information received from investors and information about investors’ holdings and transactions in shares of the Funds.

 

Disclosure of Nonpublic Personal Information

 

The Company does not sell or rent investor information. The Company does not disclose nonpublic personal information about Fund investors, except as required by law or as described below. Specifically, the Company may share nonpublic personal information in the following situations:

·

To service providers in connection with the administration and servicing of the Funds, which may include attorneys, accountants, auditors and other professionals. The Company may also share information in connection with the servicing or processing of the Index Funds Trust and Fund transactions.

 

·

To respond to subpoenas, court orders, judicial process or regulatory authorities;

 

·

To protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities; and

 

·

Upon consent of an investor to release such information, including authorization to disclose such information to persons acting in a fiduciary or representative capacity on behalf of the investor.

 

Fund investors have no right to opt out of the Company’s disclosure of non-public personal information under the circumstances described above.

 

Protection of Investor Information

 

The Company holds Fund investor information in the strictest confidence. Accordingly, the Company’s policy is to require that all employees, financial professionals and companies providing services on its behalf keep client information confidential.

 

The Company maintains safeguards that comply with federal standards to protect investor information. The Company restricts access to the personal and account information of investors to those employees who need to know that information in the course of their job responsibilities. Third parties with whom the Company shares investor information must agree to follow appropriate standards of security and confidentiality, which includes safeguarding such information physically, electronically and procedurally.

 

The Company’s privacy policy applies to both current and former investors. The Company will only disclose nonpublic personal information about a former investor to the same extent as for a current investor.

 

Changes to Privacy Policy

 

The Company may make changes to its privacy policy in the future. The Company will not make any change affecting Fund investors without first sending investors a revised privacy policy describing the change. In any case, the Company will send Fund investors a current privacy policy at least once a year as long as they continue to be Fund investors.

 

APPENDIX A

 

UNITED STATES COMMODITY FUNDS LLC,

GENERAL PARTNER OF

UNITED STATES OIL FUND, LP

UNITED STATES NATURAL GAS FUND, LP

UNITED STATES 12 MONTH OIL FUND, LP

UNITED STATES GASOLINE FUND, LP

UNITED STATES DIESEL-HEATING OIL FUND, LP

UNITED STATES SHORT OIL FUND, LP

UNITED STATES 12 MONTH NATURAL GAS FUND, LP

UNITED STATES BRENT OIL FUND, LP

AND

SPONSOR OF

UNITED STATES COMMODITY INDEX FUND

UNITED STATES COPPER INDEX FUND

UNITED STATES AGRICULTURE INDEX FUND

EACH A SERIES OF

UNITED STATES COMMODITY INDEX FUNDS TRUST

UNITED STATES GASOLINE FUND, LP
A Delaware Limited Partnership

 

FINANCIAL STATEMENTS

 

For the years ended December 31, 2015, 2014 and 2013

 

AFFIRMATION OF THE COMMODITY POOL OPERATOR

 

To the Shareholders of the United States Gasoline Fund, LP:

 

Pursuant to Rule 4.22(h) under the Commodity Exchange Act, the undersigned represents that, to the best of his knowledge and belief, the information contained in this Annual Report for the years ended December 31, 2015, 2014 and 2013 is accurate and complete.

 

By:	/s/ John P. Love
	John P. Love
	President & CEO of United States Commodity Funds LLC
	United States Gasoline Fund, LP
	(General Partner of United States Gasoline Fund, LP)

 

 

Report of Independent Registered Public Accounting Firm

To the Partners of

United States Gasoline Fund, LP

We have audited the accompanying statements of financial condition of United States Gasoline Fund, LP (the “Fund”) as of December 31, 2015 and 2014, including the schedule of investments as of December 31, 2015 and 2014, and the related statements of operations, changes in partners’ capital and cash flows for the years ended December 31, 2015, 2014 and 2013. These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United States Gasoline Fund, LP as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years ended December 31, 2015, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the Fund’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2016 expressed an unqualified opinion on the Fund’s internal control over financial reporting. 

 

 

Greenwood Village, Colorado

March 11, 2016

 

United States Gasoline Fund, LP

Statements of Financial Condition

At December 31, 2015 and 2014      

		December 31, 2015				December 31, 2014
Assets
Cash and cash equivalents (Notes 2 and 5)		$	64,443,016			$	35,557,290
Equity in  trading accounts:
Cash and cash equivalents			11,076,293				6,161,581
Unrealized gain (loss) on open commodity futures contracts			527,226				(2,835,302	)
Receivable for shares sold			—				1,689,272
Receivable from General Partner (Note 3)			224,565				134,106
Dividends receivable			200				968
Directors’ fees and insurance receivable			744				673
Prepaid registration fees			78,239				124,693
ETF transaction fees receivable			—				350
Total assets		$	76,350,283			$	40,833,631
Liabilities and Partners’ Capital
General Partner management fees payable (Note 3)		$	38,046			$	22,444
Professional fees payable			127,940				125,122
Brokerage commissions payable			4,513				1,973
License fees payable			2,914				1,948
Total liabilities			173,413				151,487
Commitments and Contingencies (Notes 3, 4 and 5)
Partners’ Capital
General Partner			—				—
Limited Partners			76,176,870				40,682,144
Total Partners’ Capital			76,176,870				40,682,144
Total liabilities and partners’ capital		$	76,350,283			$	40,833,631
Limited Partners’ shares outstanding			2,600,000				1,200,000
Net asset value per share		$	29.30			$	33.90
Market value per share		$	29.26			$	34.15

 

See accompanying notes to financial statements.    

 

United States Gasoline Fund, LP

Schedule of Investments

At December 31, 2015   

						Unrealized
						Gain (Loss)
						on Open				% of
		Number of				Commodity				Partners’
		Contracts				Contracts				Capital
Open Futures Contracts - Long
United States Contracts
2016*			1,427			$	527,226				0.69
		Principal Amount				Market   Value
Cash Equivalents
United States Treasury Obligations
U.S. Treasury Bills:
0.19%, 2/04/2016		$	1,000,000			$	999,825				1.31
0.07%, 4/14/2016			1,000,000				999,812				1.31
0.11%, 4/21/2016			1,000,000				999,661				1.31
0.21%, 4/28/2016			2,000,000				1,998,623				2.63
0.33%, 5/12/2016			2,000,000				1,997,580				2.62
0.31%, 5/19/2016			2,000,000				1,997,606				2.62
0.35%, 5/26/2016			2,000,000				1,997,161				2.62
0.43%, 6/02/2016			2,000,000				1,996,387				2.62
0.52%, 6/09/2016			2,000,000				1,995,378				2.62
0.48%, 6/16/2016			2,000,000				1,995,547				2.62
0.46%, 6/23/2016			2,000,000				1,995,602				2.62
0.47%, 6/30/2016			6,000,000				5,985,973				7.86
Total Treasury Obligations							24,959,155				32.76
United States - Money Market Funds
Fidelity Institutional Money Market Funds - Government Portfolio			10,000,000				10,000,000				13.13
Goldman Sachs Financial Square Funds - Government Fund - Class FS			10,000,000				10,000,000				13.13
Morgan Stanley Institutional Liquidity Funds - Government Portfolio			2,000,000				2,000,000				2.62
Total Money Market Funds							22,000,000				28.88
Total Cash Equivalents						$	46,959,155				61.64

 

* Collateral amounted to $11,076,293 on open future contracts.

 

See accompanying notes to financial statements.  

       

United States Gasoline Fund, LP

Schedule of Investments

At December 31, 2014   

						Unrealized
						Gain (Loss)
						on Open				% of
		Number of				Commodity				Partners’
		Contracts				Contracts				Capital
Open Futures Contracts - Long
United States Contracts
NYMEX RBOB Gasoline Futures RB February 2015 contracts, expiring January 2015*			658			$	(2,835,302	)			(6.97	)
		Principal				Market
		Amount				Value
Cash Equivalents
United States Treasury Obligation
U.S. Treasury Bills:
0.05%, 02/26/15		$	3,000,000			$	2,999,790				7.38
0.06%, 04/30/15			3,000,000				2,999,455				7.37
Total Treasury Obligations							5,999,245				14.75
United States - Money Market Funds
Morgan Stanley Institutional Liquidity Funds - Government Portfolio			28,024,349				28,024,349				68.88
Total Cash Equivalents						$	34,023,594				83.63

 

* Collateral amounted to $6,161,851 on open futures contracts.

 

See accompanying notes to financial statements.

 

United States Gasoline Fund, LP

Statements of Operations

For the years ended December 31, 2015, 2014 and 2013   

		Year ended				Year ended				Year ended
		December 31, 2015				December 31, 2014				December 31, 2013
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on closed futures contracts		$	(11,985,649	)		$	(21,284,156	)		$	3,496,995
Change in unrealized gain (loss) on open futures contracts			3,362,528				(5,433,855	)			(9,790	)
Dividend income			6,657				8,021				9,198
Interest income			40,432				5,271				5,281
ETF transaction fees			10,850				6,650				5,600
Total income (loss)			(8,565,182	)			(26,698,069	)			3,507,284
Expenses
General Partner management fees (Note 3)			494,612				294,290				351,177
Professional fees			179,466				185,801				225,429
Brokerage commissions			98,827				38,600				39,110
Directors’ fees and insurance			10,840				12,396				13,365
License fees			12,365				7,357				8,779
Registration fees			46,453				46,454				46,453
Total expenses			842,563				584,898				684,313
Expense waiver (Note 3)			(224,565	)			(182,226	)			(137,776	)
Net expenses			617,998				402,672				546,537
Net income (loss)		$	(9,183,180	)		$	(27,100,741	)		$	2,960,747
Net income (loss) per limited partnership share		$	(4.60	)		$	(25.99	)		$	1.50
Net income (loss) per weighted average limited partnership share		$	(3.88	)		$	(30.23	)		$	2.97
Weighted average limited partnership shares outstanding			2,367,260				896,438				997,123

 

See accompanying notes to financial statements.

 

United States Gasoline Fund, LP

Statements of Changes in Partners’ Capital

For the years ended December 31, 2015, 2014 and 2013  

		General Partner				Limited Partners				Total
Balances, at December 31, 2012		$	—			$	64,225,488			$	64,225,488
Addition of 350,000 partnership shares			—				19,597,900				19,597,900
Redemption of 500,000 partnership shares			—				(29,886,964	)			(29,886,964	)
Net income (loss)			—				2,960,747				2,960,747
Balances, at December 31, 2013			—				56,897,171				56,897,171
Addition of 600,000 partnership shares			—				30,932,639				30,932,639
Redemption of 350,000 partnership shares			—				(20,046,925	)			(20,046,925	)
Net income (loss)			—				(27,100,741	)			(27,100,741	)
Balances, at December 31, 2014			—				40,682,144				40,682,144
Addition of 2,000,000 partnership shares			—				66,727,593				66,727,593
Redemption of 600,000 partnership shares			—				(22,049,687	)			(22,049,687	)
Net income (loss)			—				(9,183,180	)			(9,183,180	)
Balances, at December 31, 2015		$	—			$	76,176,870			$	76,176,870
Net Asset Value Per Share:
At December 31, 2012										$	58.39
At December 31, 2013										$	59.89
At December 31, 2014										$	33.90
At December 31, 2015										$	29.30

 

See accompanying notes to financial statements.

United States Gasoline Fund, LP

Statements of Cash Flows

For the years ended December 31, 2015, 2014 and 2013   

		Year ended				Year ended				Year ended
		December 31, 2015				December 31, 2014				December 31, 2013
Cash Flows from Operating Activities:
Net income (loss)		$	(9,183,180	)		$	(27,100,741	)		$	2,960,747
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
(Increase) decrease in commodity futures trading account - cash and cash equivalents			(4,914,712	)			(4,108,097	)			3,116,655
Unrealized (gain) loss on open futures contracts			(3,362,528	)			5,433,855				9,790
(Increase) decrease in receivable from General Partner			(90,459	)			3,670				1,670
(Increase) decrease in dividends receivable			768				(340	)			771
(Increase) decrease in directors’ fees and insurance receivable			(71	)			(415	)			1,028
(Increase) decrease in prepaid registration fees			46,454				46,453				46,453
(Increase) decrease in ETF transaction fees receivable			350				(350	)			—
Increase (decrease) in General Partner management fees payable			15,602				(6,075	)			(4,341	)
Increase (decrease) in professional fees payable			2,818				(100,307	)			(50,214	)
Increase (decrease) in brokerage commissions payable			2,540				250				(625	)
Increase (decrease) in license fees payable			966				(212	)			(326	)
Net cash provided by (used in) operating activities			(17,481,452	)			(25,832,309	)			6,081,608
Cash Flows from Financing Activities:
Addition of partnership shares			68,416,865				29,243,367				19,597,900
Redemption of partnership shares			(22,049,687	)			(20,046,925	)			(29,886,964	)
Net cash provided by (used in) financing activities			46,367,178				9,196,442				(10,289,064	)
Net Increase (Decrease) in Cash and Cash Equivalents			28,885,726				(16,635,867	)			(4,207,456	)
Cash and Cash Equivalents, beginning of year			35,557,290				52,193,157				56,400,613
Cash and Cash Equivalents, end of year		$	64,443,016			$	35,557,290			$	52,193,157

 

See accompanying notes to financial statements.  

 

United States Gasoline Fund, LP

Notes to Financial Statements

For the years ended December 31, 2015, 2014 and 2013

 

NOTE 1 - ORGANIZATION AND BUSINESS

 

The United States Gasoline Fund, LP (“UGA”) was organized as a limited partnership under the laws of the state of Delaware on April 13, 2007. UGA is a commodity pool that issues limited partnership shares (“shares”) that may be purchased and sold on the NYSE Arca, Inc. (the “NYSE Arca”). Prior to November 25, 2008, UGA’s shares traded on the American Stock Exchange (the “AMEX”). UGA will continue in perpetuity, unless terminated sooner upon the occurrence of one or more events as described in its Second Amended and Restated Agreement of Limited Partnership dated as of March 1, 2013 (the “LP Agreement”). The investment objective of UGA is for the daily changes in percentage terms of its shares’ per share net asset value (“NAV”) to reflect the daily changes in percentage terms of the spot price of gasoline (also known as reformulated gasoline blendstock for oxygen blending, or “RBOB”, for delivery to the New York harbor), as measured by the daily changes in the price of the futures contract for gasoline traded on the New York Mercantile Exchange (the “NYMEX”) that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case the futures contract will be the next month contract to expire (the “Benchmark Futures Contract”), less UGA’s expenses. It is not the intent of UGA to be operated in a fashion such that the per share NAV will equal, in dollar terms, the spot price of gasoline or any particular futures contract based on gasoline. It is not the intent of UGA to be operated in a fashion such that its per share NAV will reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day. United States Commodity Funds LLC (“USCF”), the general partner of UGA, believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Futures Contracts (as defined below) and Other Gasoline-Related Investments (as defined below). UGA accomplishes its objective through investments in futures contracts for gasoline, crude oil, natural gas, diesel-heating oil and other petroleum-based fuels that are traded on the NYMEX, ICE Futures or other U.S. and foreign exchanges (collectively, “Futures Contracts”) and other gasoline-related investments such as cash-settled options on Futures Contracts, forward contracts for gasoline, cleared swap contracts and over-the-counter (“OTC”) transactions that are based on the price of gasoline, crude oil and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Gasoline-Related Investments”). As of December 31, 2015, UGA held 1,427 Futures Contracts for gasoline traded on the NYMEX and did not hold any Futures Contracts traded on ICE Futures.

 

UGA commenced investment operations on February 26, 2008 and has a fiscal year ending on December 31. USCF is responsible for the management of UGA. USCF is a member of the National Futures Association (the “NFA”) and became registered as a commodity pool operator with the Commodity Futures Trading Commission (the “CFTC”) effective December 1, 2005 and a swaps firm on August 8, 2013. USCF is also the general partner of the United States Oil Fund, LP (“USO”), the United States Natural Gas Fund, LP (“UNG”), the United States 12 Month Oil Fund, LP (“USL”) and the United States Diesel-Heating Oil Fund, LP (“UHN”), which listed their limited partnership shares on the AMEX under the ticker symbols “USO” on April 10, 2006, “UNG” on April 18, 2007, “USL” on December 6, 2007 and “UHN” on April 9, 2008, respectively. As a result of the acquisition of the AMEX by NYSE Euronext, each of USO’s, UNG’s, USL’s and UHN’s shares commenced trading on the NYSE Arca on November 25, 2008. USCF is also the general partner of the United States Short Oil Fund, LP (“DNO”), the United States 12 Month Natural Gas Fund, LP (“UNL”) and the United States Brent Oil Fund, LP (“BNO”), which listed their limited partnership shares on the NYSE Arca under the ticker symbols “DNO” on September 24, 2009, “UNL” on November 18, 2009 and “BNO” on June 2, 2010, respectively. USCF is also the sponsor of the United States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”), and the United States Agriculture Index Fund (“USAG”), each a series of the United States Commodity Index Funds Trust. USCI, CPER and USAG listed their shares on the NYSE Arca under the ticker symbol “USCI” on August 10, 2010, “CPER” on November 15, 2011 and “USAG” on April 13, 2012, respectively.

 

All funds listed previously are referred to collectively herein as the “Related Public Funds.”

 

UGA issues shares to certain Authorized Participants (“Authorized Participants”) by offering baskets consisting of 50,000 shares (“Creation Baskets”) through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”). The purchase price for a Creation Basket is based upon the NAV of a share calculated shortly after the close of the core trading session on the NYSE Arca on the day the order to create the basket is properly received.

 

From July 1, 2011 and continuing at least through April 30, 2016, the applicable transaction fee paid by Authorized Participants is $350 to UGA for each order they place to create or redeem one or more baskets (“Redemption Baskets”); prior to July 1, 2011, this fee was $1,000. Shares may be purchased or sold on a nationally recognized securities exchange in smaller increments than a Creation Basket or Redemption Basket. Shares purchased or sold on a nationally recognized securities exchange are not purchased or sold at the per share NAV of UGA but rather at market prices quoted on such exchange.

 

In November 2007, UGA initially registered 30,000,000 shares on Form S-1 with the U.S. Securities and Exchange Commission (“the SEC”). On February 26, 2008, UGA listed its shares on the AMEX under the ticker symbol “UGA”. On that day, UGA established its initial per share NAV by setting the price at $50.00 and issued 300,000 shares in exchange for $15,000,000. UGA also commenced investment operations on February 26, 2008, by purchasing Futures Contracts traded on the NYMEX based on gasoline. As of December 31, 2015, UGA had registered a total of 80,000,000 shares.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements have been prepared in conformity with GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. UGA is an investment company and follows the accounting and reporting guidance in FASB Topic 946.

 

Revenue Recognition

 

Commodity futures contracts, forward contracts, physical commodities, and related options are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized gains or losses on open contracts are reflected in the statements of financial condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements. Changes in the unrealized gains or losses between periods are reflected in the statements of operations. UGA earns income on funds held at the custodian or futures commission merchant (“FCM”) at prevailing market rates earned on such investments.

 

Brokerage Commissions

 

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

 

Income Taxes

 

UGA is not subject to federal income taxes; each partner reports his/her allocable share of income, gain, loss deductions or credits on his/her own income tax return.

 

In accordance with GAAP, UGA is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position. UGA files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. UGA is not subject to income tax return examinations by major taxing authorities for years before 2012. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in UGA recording a tax liability that reduces net assets. However, UGA’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. UGA recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the year ended December 31, 2015.

 

Creations and Redemptions

 

Authorized Participants may purchase Creation Baskets or redeem Redemption Baskets only in blocks of 50,000 shares at a price equal to the NAV of the shares calculated shortly after the close of the core trading session on the NYSE Arca on the day the order is placed.

 

UGA receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Participants are reflected in UGA’s statements of financial condition as receivable for shares sold, and amounts payable to Authorized Participants upon redemption are reflected as payable for shares redeemed.

 

Authorized Participants pay UGA a fee of $350 for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets.

 

Partnership Capital and Allocation of Partnership Income and Losses

 

Profit or loss shall be allocated among the partners of UGA in proportion to the number of shares each partner holds as of the close of each month. USCF may revise, alter or otherwise modify this method of allocation as described in the LP Agreement.

 

Calculation of Per Share Net Asset Value (“NAV”)

 

UGA’s per share NAV is calculated on each NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities and dividing that amount by the total number of shares outstanding. UGA uses the closing price for the contracts on the relevant exchange on that day to determine the value of contracts held on such exchange.

 

Net Income (Loss) Per Share

 

Net income (loss) per share is the difference between the per share NAV at the beginning of each period and at the end of each period. The weighted average number of shares outstanding was computed for purposes of disclosing net income (loss) per weighted average share. The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for shares added and redeemed based on the amount of time the shares were outstanding during such period. There were no shares held by USCF at December 31, 2015.

 

Offering Costs

 

Offering costs incurred in connection with the registration of additional shares after the initial registration of shares are borne by UGA. These costs include registration fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated with such offerings. These costs are accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter period if warranted.

 

Cash Equivalents

 

Cash equivalents include money market funds and overnight deposits or time deposits with original maturity dates of six months or less.

 

Reclassification

 

Certain amounts in the accompanying financial statements were reclassified to conform to the current presentation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires USCF to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

 

NOTE 3 - FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS

 

USCF Management Fee

 

Under the LP Agreement, USCF is responsible for investing the assets of UGA in accordance with the objectives and policies of UGA. In addition, USCF has arranged for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to UGA. For these services, UGA is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.60% per annum of average daily total net assets.

 

Ongoing Registration Fees and Other Offering Expenses

 

UGA pays all costs and expenses associated with the ongoing registration of its shares subsequent to the initial offering. These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale. For the years ended December 31, 2015, 2014 and 2013, UGA incurred $46,453, $46,454 and $46,453, respectively, in registration fees and other offering expenses.

 

Directors’ Fees and Expenses

 

UGA is responsible for paying its portion of the directors’ and officers’ liability insurance for UGA and the Related Public Funds and the fees and expenses of the independent directors who also serve as audit committee members of UGA and the Related Public Funds. UGA shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each fund computed on a daily basis. These fees and expenses for the year ended December 31, 2015 were $569,303 for UGA and the Related Public Funds. UGA’s portion of such fees and expenses for the year ended December 31, 2015 was $10,840. For the year ended December 31, 2014, these fees and expenses were $567,863 for UGA and the Related Public Funds. UGA’s portion of such fees and expenses for the year ended December 31, 2014 was $12,396. For the year ended December 31, 2013, these fees and expenses were $555,465 for UGA and the Related Public Funds. UGA’s portion of such fees and expenses for the year ended December 31, 2013 was $13,365.

 

Licensing Fees

 

As discussed in Note 4 below, UGA entered into a licensing agreement with the NYMEX on April 10, 2006, as amended on October 20, 2011. Pursuant to the agreement, UGA and the Related Public Funds, other than BNO, USCI, CPER and USAG, pay a licensing fee that is equal to 0.015% on all net assets. During the years ended December 31, 2015, 2014 and 2013, UGA incurred $12,365, $7,357 and $8,779, respectively, under this arrangement.

 

Investor Tax Reporting Cost

 

The fees and expenses associated with UGA’s audit expenses and tax accounting and reporting requirements are paid by UGA. These costs were approximately $164,000, $164,000 and $225,000, respectively, for the years ended December 31, 2015, 2014 and 2013.

 

Other Expenses and Fees and Expense Waivers

 

In addition to the fees described above, UGA pays all brokerage fees and other expenses in connection with the operation of UGA, excluding costs and expenses paid by USCF as outlined in Note 4 below. USCF paid certain expenses typically borne by UGA on a discretionary basis where expenses exceeded 0.15% (15 basis points) of UGA’s NAV, on an annualized basis, through December 31, 2015. USCF has no obligation to continue such payments into subsequent periods. For the year ended December 31, 2015, USCF waived $224,565 of UGA’s expenses. This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in Note 4 – Contracts and Agreements below.

 

NOTE 4 - CONTRACTS AND AGREEMENTS

 

Marketing Agent Agreement

 

UGA is party to a marketing agent agreement, dated as of February 15, 2008, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides certain marketing services for UGA as outlined in the agreement. The fee of the Marketing Agent, which is borne by USCF, is equal to 0.06% on UGA’s assets up to $3 billion; and 0.04% on UGA’s assets in excess of $3 billion. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution related services exceed ten percent (10%) of the gross proceeds of UGA’s offering.

 

The above fee does not include website construction and development, which are also borne by USCF.

Brown Brothers Harriman & Co. Agreements

 

UGA is also party to a custodian agreement, dated January 16, 2008, as amended from time to time, with Brown Brothers Harriman & Co. (“BBH&Co.”) and USCF, whereby BBH&Co. holds investments on behalf of UGA. USCF pays the fees of the custodian, which are determined by the parties from time to time. In addition, UGA is party to an administrative agency agreement, dated February 7, 2008, as amended from time to time, with USCF and BBH&Co., whereby BBH&Co. acts as the administrative agent, transfer agent and registrar for UGA. USCF also pays the fees of BBH&Co. for its services under such agreement and such fees are determined by the parties from time to time.

 

Currently, USCF pays BBH&Co. for its services, in the foregoing capacities, a minimum amount of $75,000 annually for its custody, fund accounting and fund administration services rendered to UGA and each of the Related Public Funds, as well as a $20,000 annual fee for its transfer agency services. In addition, USCF pays BBH&Co. an asset-based charge of (a) 0.06% for the first $500 million of the Related Public Funds’ combined net assets, (b) 0.0465% for the Related Public Funds’ combined net assets greater than $500 million but less than $1 billion, and (c) 0.035% once the Related Public Funds’ combined net assets exceed $1 billion. The annual minimum amount will not apply if the asset-based charge for all accounts in the aggregate exceeds $75,000. USCF also pays BBH&Co. transaction fees ranging from $7 to $15 per transaction.

 

Brokerage and Futures Commission Merchant Agreements

 

On October 8, 2013, UGA entered into a brokerage agreement with RBC Capital Markets, LLC (“RBC Capital” or “RBC”) to serve as UGA’s FCM effective October 10, 2013. The agreement with RBC requires it to provide services to UGA in connection with the purchase and sale of Futures Contracts and Other Gasoline-Related Investments that may be purchased and sold by or through RBC Capital for UGA’s account. In accordance with the agreement, RBC Capital charges UGA commissions of approximately $7 to $15 per round-turn trade, including applicable exchange and NFA fees for Futures Contracts and options on Futures Contracts. Such fees include those incurred when purchasing Futures Contracts and options on Futures Contracts when UGA issues shares as a result of a Creation Basket, as well as fees incurred when selling Futures Contracts and options on Futures Contracts when UGA redeems shares as a result of a Redemption Basket. Such fees are also incurred when Futures Contracts and options on Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio. UGA also incurs commissions to brokers for the purchase and sale of Futures Contracts, Other Gasoline-Related Investments or short-term obligations of the United States of two years or less (“Treasuries”).

 

		For the Year Ended December 31, 2015				For the Year Ended December 31, 2014				For the Year Ended December 31, 2013
Total commissions accrued to brokers		$	98,827			$	38,600			$	39,110
Total commissions as annualized percentage of average total net assets			0.12	%			0.08	%			0.07	%
Commissions accrued as a result of rebalancing		$	95,097			$	37,129			$	37,932
Percentage of commissions accrued as a result of rebalancing			96.23	%			96.19	%			96.99	%
Commissions accrued as a result of creation and redemption activity		$	3,730			$	1,471			$	1,178
Percentage of commissions accrued as a result of creation and redemption activity			3.77	%			3.81	%			3.01	%

 

The increase in UGA’s total commissions accrued to brokers was due to a larger number of futures contracts held and traded during the year ended December 31, 2015, as compared to the year ended December 31, 2014. UGA’s total commissions accrued to brokers for the year ended December 31, 2014 as compared to the year ended December 31, 2013, were similar. However, there can be no assurance that commission costs and portfolio turnover will not cause commission expenses to rise in future quarters.

 

NYMEX Licensing Agreement

 

UGA and the NYMEX entered into a licensing agreement on April 10, 2006, as amended on October 20, 2011, whereby UGA was granted a non-exclusive license to use certain of the NYMEX’s settlement prices and service marks. Under the licensing agreement, UGA and the Related Public Funds, other than BNO, USCI, CPER and USAG, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3. UGA expressly disclaims any association with the NYMEX or endorsement of UGA by the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered trademarks of the NYMEX.

 

NOTE 5 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES

 

UGA engages in the trading of futures contracts, options on futures contracts and cleared swaps (collectively, “derivatives”). UGA is exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which is the risk of failure by another party to perform according to the terms of a contract.

 

UGA may enter into futures contracts, options on futures contracts and cleared swaps to gain exposure to changes in the value of an underlying commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of a commodity at a specified time and place. Some futures contracts may call for physical delivery of the asset, while others are settled in cash. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery.

 

Cleared swaps are OTC agreements that are eligible to be cleared by a clearinghouse, e.g., ICE Clear Europe, but which are not traded on an exchange. A cleared swap is created when the parties to an off-exchange OTC swap transaction agree to extinguish their OTC contract and replace it with a cleared swap. Cleared swaps are intended to provide the efficiencies and benefits that centralized clearing on an exchange offers to traders of futures contracts, including credit risk intermediation and the ability to offset positions initiated with different counterparties.

 

The purchase and sale of futures contracts, options on futures contracts and cleared swaps require margin deposits with an FCM. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities.

 

Futures contracts, options on futures contracts and cleared swaps involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure UGA has in the particular classes of instruments. Additional risks associated with the use of futures contracts are an imperfect correlation between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract. Buying and selling options on futures contracts exposes investors to the risks of purchasing or selling futures contracts.

 

All of the futures contracts held by UGA through December 31, 2015 were exchange-traded. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual counterparties. However, in the future, if UGA were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any, on the transaction. UGA has credit risk under its futures contracts since the sole counterparty to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded. In addition, UGA bears the risk of financial failure by the clearing broker.

 

UGA’s cash and other property, such as Treasuries, deposited with an FCM are considered commingled with all other customer funds, subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited. The insolvency of an FCM could result in the complete loss of UGA’s assets posted with that FCM; however, the majority of UGA’s assets are held in investments in Treasuries, cash and/or cash equivalents with UGA’s custodian and would not be impacted by the insolvency of an FCM. The failure or insolvency of UGA’s custodian, however, could result in a substantial loss of UGA’s assets.

 

USCF invests a portion of UGA’s cash in money market funds that seek to maintain a stable per share NAV. UGA is exposed to any risk of loss associated with an investment in such money market funds. As of December 31, 2015 and December 31, 2014, UGA held investments in money market funds in the amounts of $22,000,000 and $28,024,349, respectively. UGA also holds cash deposits with its custodian. Pursuant to a written agreement with BBH&Co., uninvested overnight cash balances are swept to offshore branches of U.S. regulated and domiciled banks located in Toronto, Canada, London, United Kingdom, Grand Cayman, Cayman Islands and Nassau, Bahamas, which are subject to U.S. regulation and regulatory oversight. As of December 31, 2015 and December 31, 2014, UGA held cash deposits and investments in Treasuries in the amounts of $53,519,309 and $13,694,522, respectively, with the custodian and FCM. Some or all of these amounts may be subject to loss should UGA’s custodian and/or FCM cease operations.

 

For derivatives, risks arise from changes in the market value of the contracts. Theoretically, UGA is exposed to market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short. As both a buyer and a seller of options, UGA pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option.

 

UGA’s policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting controls and procedures. In addition, UGA has a policy of requiring review of the credit standing of each broker or counterparty with which it conducts business.

 

The financial instruments held by UGA are reported in its statements of financial condition at market or fair value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturity.

 

NOTE 6 – FINANCIAL HIGHLIGHTS

 

The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2015, 2014 and 2013. This information has been derived from information presented in the financial statements.

 

		Year ended December 31,  2015				Year ended December 31,  2014				Year ended December 31,  2013
Per Share Operating Performance:
Net asset value, beginning of year		$	33.90			$	59.89			$	58.39
Total income (loss)			(4.34	)			(25.54	)			2.05
Net expenses			(0.26	)			(0.45	)			(0.55	)
Net increase (decrease) in net asset value			(4.60	)			(25.99	)			1.50
Net asset value, end of year		$	29.30			$	33.90			$	59.89
Total Return			(13.57	)%			(43.40	)%			2.57	%
Ratios to Average Net Assets
Total income (loss)			(10.39	)%			(54.43	)%			5.99	%
Management fees			0.60	%			0.60	%			0.60	%
Total expenses excluding management fees			0.42	%			0.59	%			0.57	%
Expenses waived			(0.27	)%			(0.37	)%			(0.24	)%
Net expenses excluding management fees			0.15	%			0.22	%			0.33	%
Net income (loss)			(11.14	)%			(55.25	)%			5.06	%

 

Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratio may vary from the above total returns and ratios based on the timing of contributions to and withdrawals from UGA.

 

NOTE 7 – QUARTERLY FINANCIAL DATA (Unaudited)

 

The following summarized (unaudited) quarterly financial information presents the results of operations and other data for three-month periods ended March 31, June 30, September 30 and December 31, 2015 and 2014. 

		First Quarter  2015				Second Quarter 2015				Third Quarter 2015				Fourth Quarter 2015
Total income (loss)		$	2,454,763			$	17,077,368			$	(22,875,473	)		$	(5,221,840	)
Total expenses			183,759				242,647				214,371				201,786
Expense waivers			(48,719	)			(51,838	)			(59,725	)			(64,283	)
Net expenses			135,040				190,809				154,646				137,503
Net income (loss)		$	2,319,723			$	16,886,559			$	(23,030,119	)		$	(5,359,343	)
Net income (loss) per share		$	0.97			$	6.43			$	(9.68	)		$	(2.32	)

		First Quarter  2014				Second Quarter 2014				Third Quarter 2014				Fourth Quarter 2014
Total income (loss)		$	(787,140	)		$	3,249,642			$	(6,561,635	)		$	(22,598,936	)
Total expenses			141,716				129,964				154,487				158,731
Expense waivers			(16,274	)			(21,363	)			(78,559	)			(66,030	)
Net expenses			125,442				108,601				75,928				92,701
Net income (loss)		$	(912,582	)		$	3,141,041			$	(6,637,563	)		$	(22,691,637	)
Net income (loss) per share		$	(0.89	)		$	4.02			$	(8.61	)		$	(20.51	)

 

NOTE 8 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

UGA values its investments in accordance with Accounting Standards Codification 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of UGA (observable inputs) and (2) UGA’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the ASC 820 hierarchy are as follows:

 

Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

 

Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

 

In some instances, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety.

 

The following table summarizes the valuation of UGA’s securities at December 31, 2015 using the fair value hierarchy:

 

At December 31, 2015		Total				Level I				Level II				Level III
Short-Term Investments		$	46,959,155			$	46,959,155			$	—			$	—
Exchange-Traded Futures Contracts
United States Contracts			527,226				527,226				—				—

 

During the year ended December 31, 2015, there were no transfers between Level I and Level II.

 

The following table summarizes the valuation of UGA’s securities at December 31, 2014 using the fair value hierarchy:

 

At December 31, 2014		Total				Level I				Level II				Level III
Short-Term Investments		$	34,023,594			$	34,023,594			$	—			$	—
Exchange-Traded Futures Contracts
United States Contracts			(2,835,302	)			(2,835,302	)			—				—

 

During the year ended December 31, 2014, there were no transfers between Level I and Level II.

 

Effective January 1, 2009, UGA adopted the provisions of Accounting Standards Codification 815 – Derivatives and Hedging, which require presentation of qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses on derivatives.

 

Fair Value of Derivative Instruments

 

Derivatives not Accounted for as Hedging Instruments		Statements of Financial Condition Location		Fair Value at December 31, 2015				Fair Value at December 31, 2014
Futures - Commodity Contracts		Assets		$	527,226			$	(2,835,302	)

 

The Effect of Derivative Instruments on the Statements of Operations

 

				For the year ended December 31, 2015								For the year ended December 31, 2014								For the year ended December 31, 2013
Derivatives not Accounted for as Hedging Instruments		Location of Gain (Loss) on Derivatives Recognized in Income		Realized Gain (Loss) on Derivatives Recognized in Income				Change in Unrealized Gain (Loss) on Derivatives Recognized in Income				Realized Gain (Loss) on Derivatives Recognized in Income				Change in Unrealized Gain (Loss) on Derivatives Recognized in Income				Realized Gain (Loss) on Derivatives Recognized in Income				Change in Unrealized Gain (Loss) on Derivatives Recognized in Income
Futures - Commodity Contracts		Realized gain on closed positions		$	(11,985,649	)						$	(21,284,156	)						$	3,496,995
		Change in unrealized gain (loss) on positions						$	3,362,528							$	(5,433,855	)						$	(9,790	)

  

NOTE 9 – RECENT ACCOUNTING PRONOUNCEMENTS

 

In August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2015-14, Revenue from Contracts with Customers, modifying ASU 2014-09.  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASU 2015-14 is effective for fiscal years beginning on or after December 15, 2016, and interim periods within those annual periods.  Early application is permitted. At this time, management does not believe there will be any impact to the Fund’s financial statements.

 

NOTE 10 – SUBSEQUENT EVENTS

 

UGA has performed an evaluation of subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.