What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-26 compared with 2020-03-20 · 18 added, 852 removed, 12 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related

Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Price Range of Shares

UGA’s shares have traded on the NYSE

Arca under the symbol “UGA”

since November 25, 2008.

Prior to trading on the NYSE Arca, UGA’s shares traded on

the American Stock Exchange (the “AMEX”) under the symbol “UGA”

since its initial public offering on February

As of December 31, 2019, UGA had approximately

3,325 holders of shares.

UGA has not made and does not currently

intend to make cash distributions to its shareholders.

UGA’s shares have traded on the NYSE Arca under the symbol “UGA” since November 25, 2008.

Prior to trading on the NYSE Arca, UGA’s shares traded on the American Stock Exchange (the “AMEX”) under the symbol “UGA” since its initial public offering on February 26, 2008.

As of December 31, 2020, UGA had approximately 11,306 holders of shares.

UGA has not made and does not currently intend to make cash distributions to its shareholders.

Issuer Purchases of Equity Securities

UGA does not purchase shares directly from

its shareholders.

In connection with its redemption of baskets held by Authorized Participants, UGA redeemed 3 baskets (comprising

150,000 shares) and 14 baskets (comprising 700,000 shares) for the three and twelve months ended December 31, 2019, respectively.

UGA does not purchase shares directly from its shareholders.

In connection with its redemption of baskets held by Authorized Participants, UGA redeemed 28 baskets (comprising 1,400,000 shares) and 110 baskets (comprising 5,500,000 shares) for the three and twelve months ended December 31, 2020, respectively.

Monthly redemptions for the last three months are detailed below.

Total Number of Shares Redeemed

Average Price Per Share

Total Number of

Average Price Per

Shares Redeemed

10/1/20 to 10/31/20

2 unchanged sentences

Selected Financial Data.

Financial Highlights (for the years

ended December 31, 2019, 2018, 2017, 2016 and 2015)

(Dollar amounts in 000’s except

for per share information)

realized and unrealized gain (loss) on futures transactions, inclusive of commissions

income (loss)

Weighted average limited

partnership shares

Net income (loss) per

weighted average share

and cash equivalents at end of year

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

The following discussion should be read

in conjunction with the financial statements and the notes thereto of UGA included elsewhere in this annual report on

Forward-Looking Information

This annual report on Form 10-K, including

this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”

contains forward-looking

statements regarding the plans and objectives of management for future operations.

This information may involve known and unknown

risks, uncertainties and other factors that may cause UGA’s actual results, performance or achievements to be materially

different from future results, performance or achievements expressed or implied by any forward-looking statements.

Forward-looking

statements, which involve assumptions and describe UGA’s future plans, strategies and expectations, are generally identifiable

by use of the words “may,”

“will,”

“should,”

“expect,”

“anticipate,”

“estimate,”

“believe,”

“intend”

or “project,”

the negative of these words, other

variations on these words or comparable terminology.

These forward-looking statements are based on assumptions that may be incorrect,

and UGA cannot assure investors that the projections included in these forward-looking statements will come to pass.

actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various

UGA has based the forward-looking

statements included in this annual report on Form 10-K on information available to it on the date of this annual report

on Form 10-K, and UGA assumes no obligation to update any such forward-looking statements.

Although UGA undertakes no

obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise,

investors are advised to consult any additional disclosures that UGA may make directly to them or through reports that UGA

files in the future with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on

UGA, a Delaware limited partnership, is

a commodity pool that issues shares that may be purchased and sold on the NYSE Arca.

The investment objective of UGA is for the

daily changes, in percentage terms, of its shares’

per share 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 NYMEX

that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case

it will be the futures contract that is the next month contract to expire (the “Benchmark Futures Contract”), plus

interest earned on UGA’s collateral holdings, less UGA’s expenses.

“Near month contract”

means the next

contract traded on the NYMEX due to expire.

“Next month contract”

means the first contract traded on the NYMEX due

to expire after the near month contract.

UGA’s investment objective is not

for its NAV or market price of shares to equal, in dollar terms, the spot price of gasoline or any particular futures contract

based on gasoline, nor is UGA’s investment objective for the percentage change in its NAV to reflect the percentage

change of the price of any particular futures contract as measured over a time period greater than one day .

USCF believes

that it is not practical to manage the portfolio to achieve such an investment goal when investing in Futures Contracts and Other

Gasoline-Related Investments.

UGA seeks to achieve its investment

objective by investing so that the average daily percentage change in UGA’s NAV for any period of 30 successive valuation

days will be within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Futures

Contract over the same period.

On any valuation day, the Benchmark

Futures Contract is the near month futures contract for gasoline traded on the NYMEX unless the near month contract is within

two weeks of expiration in which case the Benchmark Futures Contract is the next month contract for gasoline traded on the

The regulation of commodity interest trading in the United States and other countries is an evolving area of the law.

The various statements made in this summary are subject to modification by legislative action and changes in the rules and

regulations of the SEC, FINRA, CFTC, the NFA, the futures exchanges, clearing organizations and other regulatory bodies.

Pending final resolution of all applicable regulatory requirements, some examples of how new rules and regulations could

impact UGA are discussed in “Item 1.

Business”

and “Item 1A.

Risk Factors”

annual report on Form 10-K.

Price Movements

Gasoline futures prices were volatile

during the year ended December 31, 2019 and exhibited moderate daily swings along with an uneven upward trend during

The price of the Benchmark Futures Contract started the year at $1.3021 per gallon.

The high of the year was

on April 23, 2019 when the price reached $2.0820 per gallon.

The low of the period was the starting price for the period, which

was $1.3021 per gallon.

The year ended with the Benchmark Futures Contract at $1.6905 per gallon, an increase of

approximately 29.83% over the year (investors are cautioned that these represent prices for gasoline on a wholesale basis and should

not be directly compared to retail prices at a gasoline service station).

UGA’s per share NAV began the year at

$22.74 and ended the year at $32.31 on December 31, 2019, an increase of approximately 42.08% over the year.

per share NAV reached its high for the year on December 26, 2019 at $33.52 and its low for the period was at the

beginning of the period when it was $22.74.

The Benchmark Futures Contract prices listed above began with the February

2019 contracts and ended with the February 2020 contracts.

The increase of approximately 29.83% on the Benchmark

Futures Contract listed above is a hypothetical return only and could not actually be achieved by an investor holding Futures Contracts.

An investment in Futures Contracts would need to be rolled forward during the time period described in order to simulate such

Furthermore, the change in the nominal price of these differing Futures Contracts, measured from the start of the year

to the end of the year, does not represent the actual benchmark results that UGA seeks to track, which are more fully described

below in the section titled “

Tracking UGA's Benchmark .”

During the year ended December 31, 2019,

the gasoline futures market began the year in contango and flipped to backwardation in the spring.

During periods of contango,

the price of the near month gasoline Futures Contract is lower than the price of the next month gasoline Futures Contract or contracts

further away from expiration.

On days when the market is in backwardation, the price of the near month gasoline Futures Contract

is higher than the price of the next month gasoline Futures Contract, or contracts further away from expiration.

For a discussion

of the impact of backwardation and contango on total returns, see “

Term Structure of Gasoline Prices and the Impact on

Total Returns ”

Valuation of Futures Contracts and the

Computation of the Per Share NAV

The per share NAV of UGA’s shares

is calculated once each NYSE Arca trading day.

The per share NAV for a particular trading day is released after 4:00 p.m.

Trading during the core trading session on the NYSE Arca typically closes at 4:00 p.m.

New York time.

The Administrator uses

the NYMEX closing price (determined at the earlier of the close of the NYMEX or 2:30 p.m.

New York time) for the contracts held

on the NYMEX, but calculates or determines the value of all other UGA investments, including ICE Futures contracts or other futures

contracts, as of the earlier of the close of the NYSE Arca or 4:00 p.m.

New York time.

Results of Operations and the Gasoline

Results of Operations.

26, 2008, UGA listed its shares on the AMEX under the ticker symbol “UGA.”

On that day, UGA established its initial

offering price at $50.00 per share and issued 300,000 shares to the initial Authorized Participant in exchange for $15,001,000

As a result of the acquisition of the AMEX by NYSE Euronext, UGA’s shares ceased trading on the AMEX and commenced

trading on the NYSE Arca on November 25, 2008.

Since its initial offering of 30,000,000

shares, UGA has registered one subsequent offering of its shares:

50,000,000 shares which were registered with the SEC on April

As of December 31, 2019, UGA had issued 14,800,000 shares, 900,000 of which were outstanding.

As of December 31, 2019,

there were 65,200,000 shares registered but not yet issued.

More shares may have been issued by UGA

than are outstanding due to the redemption of shares.

Unlike funds that are registered under the 1940 Act, shares that have been

redeemed by UGA cannot be resold by UGA.

As a result, UGA contemplates that additional offerings of its shares will be registered

with the SEC in the future in anticipation of additional issuances and redemptions.

As of December 31, 2019, UGA had the following

Authorized Participants:

Citadel Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities USA LLC, Deutsche Bank

Securities Inc., Goldman Sachs & Company, JP Morgan Securities Inc., Merrill Lynch Professional Clearing Corp., Morgan Stanley

& Company Inc., Nomura Securities International Inc., RBC Capital Markets LLC, SG Americas Securities LLC, and Virtu Financial

For the Year Ended December 31, 2019

Compared to the Year Ended December 31, 2018;

and for the Year Ended December 31, 2018 Compared to the Year Ended December 31,

For the Year Ended

December 31, 2019

For the Year Ended

December 31, 2018

For the Year Ended

Financial Highlights (for the years ended December 31, 2020, 2019, 2018, 2017 and 2016)

(Dollar amounts in 000’s except for per share information)

December 31, 2020

Per share net asset value, end of year

Average daily total net assets

Dividend and interest income earned on Treasuries, cash and/or cash equivalents

Annualized yield based on average daily total net assets

Management fee

Total fees and other expenses excluding management fees

Fees and expenses related to the registration or offering of additional shares

Total amount of the expense waiver

Expenses before allowance for the expense waiver

Expenses after allowance for the expense waiver

Total commissions accrued to brokers

Total commissions as annualized percentage of average total net assets

Commissions accrued as a result of rebalancing

Percentage of commissions accrued as a result of rebalancing

Commissions accrued as a result of creation and redemption activity

Percentage of commissions accrued as a result of creation and redemption activity

Portfolio Expenses.

expenses consist of investment management fees, brokerage fees and commissions, certain offering costs, licensing fees, registration

fees, the fees and expenses of the independent directors of USCF and expenses relating to tax accounting and reporting requirements.

The management fee that UGA pays to USCF is calculated as a percentage of the total net assets of UGA.

The fee is accrued

daily and paid monthly.

The increase in the per share NAV for the year ended December 31, 2019, compared to the year ended December 31, 2018, was due primarily

to higher prices for gasoline and the related increase in the value of the Gasoline Futures Contracts in which UGA held and traded;

and the decrease in the per share NAV for the year ended December 31, 2018, compared to the year ended December 31, 2017, was due

primarily to lower prices for gasoline and the related decrease in the value of the Gasoline Futures Contracts in which UGA held

Average interest rates earned on short-term

investments held by UGA, including cash, cash equivalents and Treasuries, were higher during the year ended December 31, 2019,

compared to the year ended December 31, 2018;

and were higher during the year ended December 31, 2018, compared to the year

ended December 31, 2017.

As a result, the amount of income earned by UGA as a percentage of average daily total net assets

was higher during the year ended December 31, 2019, compared to the year ended December 31, 2018;

and was higher

during the year ended December 31, 2018 compared to the year ended December 31, 2017.

To the degree that the aggregate yield is

higher, the net expense ratio, inclusive of income, will be lower.

The decrease in total fees and other

expenses excluding management fees for the year ended December 31, 2019, compared to the year ended December 31,

2018 was due primarily to UGA’s smaller size as measured by total net assets;

and the decrease in total fees and other

expenses excluding management fees for the year ended December 31, 2018, compared to the year ended December 31, 2017, was due

primarily to UGA’s smaller size as measured by total net assets.

The decrease in total commissions accrued

to brokers for the year ended December 31, 2019, compared to the year ended December 31, 2018, was due primarily to a

lower number of Gasoline Futures Contracts being held and traded;

and the decrease in total commissions accrued to brokers

for the year ended December 31, 2018, compared to the year ended December 31, 2017, was due primarily to lower number of Gasoline

Futures Contracts being held and traded.

For the Three Months Ended December

31, 2019 Compared to the Three Months Ended December 31, 2018;

and for the Three Months Ended December 31, 2018 Compared to the

Three Months Ended December 31, 2017

For the Three

December 31, 2019

For the Three

December 31, 2018

For the Three

December 31, 2017

Per share net asset value, end of period

Average daily total net assets

Dividend and interest income earned on Treasuries, cash and/or cash equivalents

Annualized yield based on average daily total net assets

Management fee

Total fees and other expenses excluding management fees

Fees and expenses related to the registration or offering of additional shares

Total amount of the expense waiver

Expenses before allowance for the expense waiver

Expenses after allowance for the expense waiver

Total commissions accrued to brokers

Total commissions as annualized percentage of average total net assets

Commissions accrued as a result of rebalancing

Percentage of commissions accrued as a result of rebalancing

Commissions accrued as a result of creation and redemption activity

Percentage of commissions accrued as a result of creation and redemption activity

The increase in the per share NAV for the

three months ended December 31, 2019, compared to the three months ended December 31, 2018, was due primarily to higher prices

for gasoline and the related increase in the value of the Gasoline Futures Contracts in which UGA held and traded;

and the decrease

in the per share NAV for the three months ended December 31, 2018, compared to the three months ended December 31, 2017, was due

primarily to lower prices for gasoline and the related decrease in the value of the Gasoline Futures Contracts in which UGA held

Average interest rates earned on short-term

investments held by UGA, including cash, cash equivalents and Treasuries, were lower during the three months ended December 31,

2019, compared to the three months ended December 31, 2018;

and were higher during the three months ended December 31, 2018, compared

to the three months ended December 31, 2017.

As a result, the amount of income earned by UGA as a percentage of average daily

total net assets was lower during the three months ended December 31, 2019, compared to the three months ended December 31,

and was higher during the three months ended December 31, 2018 compared to the three months ended December 31, 2017.

degree that the aggregate yield is lower, the net expense ratio, inclusive of income, will be higher.

The decrease in total fees and other

expenses excluding management fees for the three months ended December 31, 2019, compared to the three months ended December

31, 2018 was due primarily to UGA’s smaller size as measured by total net assets;

and the decrease in total fees and

other expenses excluding management fees for the three months ended December 31, 2018, compared to the three months ended December

31, 2017, was due primarily to UGA’s smaller size as measured by total net assets.

The decrease in total commissions accrued

to brokers for the three months ended December 31, 2019, compared to the three months ended December 31, 2018, was due primarily

to a lower number of Gasoline Futures Contracts being held and traded;

and the decrease in total commissions accrued

to brokers for the three months ended December 31, 2018, compared to the three months ended December 31, 2017, was due primarily

to lower number of futures contracts being held and traded.

Tracking UGA's Benchmark

USCF seeks to manage UGA's portfolio such

that changes in its average daily per share NAV, on a percentage basis, closely track the daily changes in the average price

of the Benchmark Futures Contract, also on a percentage basis.

Specifically, USCF seeks to manage the portfolio such that

over any rolling period of 30-valuation days, the average daily change in UGA's per share NAV is within a range of 90% to

110% (0.9 to 1.1) of the average daily change in the price of the Benchmark Futures Contract.

As an example, if the average

daily movement of the price of the Benchmark Futures Contract for a particular 30-valuation day time period was 0.50%

per day, USCF would attempt to manage the portfolio such that the average daily movement of the per share NAV during that same

time period fell between 0.45% and 0.55% (i.e., between 0.9 and 1.1 of the benchmark’s results).

UGA's portfolio management

goals do not include trying to make the nominal price of UGA's per share NAV equal to the nominal price of the current

Benchmark Futures Contract or the spot price for gasoline.

USCF believes that it is not practical to manage the portfolio to achieve

such an investment goal when investing in Futures Contracts and Other Gasoline-Related Investments.

For the 30-valuation days ended December

31, 2019, the simple average daily change in the Benchmark Futures Contract was 0.126%, while the simple average daily change

in the per share NAV of UGA over the same time period was 0.130%.

The average daily difference was 0.004% (or 0.4 basis

points, where 1 basis point equals 1/100 of 1%).

As a percentage of the daily movement of the Benchmark Futures Contract, the average

error in daily tracking by the per share NAV was 4.874%, meaning that over this time period UGA’s tracking error was

within the plus or minus 10% range established as its benchmark tracking goal.

The first chart below shows the daily movement

of UGA’s per share NAV versus the daily movement of the Benchmark Futures Contract for the 30-valuation day period ended

December 31, 2019, the last trading day in December.

The second chart below shows the monthly total returns of UGA as compared

to the monthly value of the Benchmark Futures Contract for the five years ended December 31, 2019.

Since the commencement of the offering

of UGA’s shares to the public on February 26, 2008 to December 31, 2019, the simple average daily change in the Benchmark

Futures Contract was 0.010%, while the simple average daily change in the per share NAV of UGA over the same time period was

The average daily difference was (0.001)% (or (0.1) basis points, where 1 basis point equals 1/100 of 1%).

As a percentage

of the daily movement of the Benchmark Futures Contract, the average error in daily tracking by the per share NAV was (0.368)%,

meaning that over this time period UGA’s tracking error was within the plus or minus 10% range established as its benchmark

tracking goal.

*PAST PERFORMANCE IS NOT NECESSARILY

INDICATIVE OF FUTURE RESULTS

*PAST PERFORMANCE IS NOT NECESSARILY

INDICATIVE OF FUTURE RESULTS

An alternative tracking measurement of

the return performance of UGA versus the return of its Benchmark Futures Contract can be calculated by comparing the

actual return of UGA, measured by changes in its per share NAV, versus the expected changes in its per share NAV under the assumption

that UGA’s returns had been exactly the same as the daily changes in its Benchmark Futures Contract.

For the year ended December 31, 2019,

the actual total return of UGA as measured by changes in its per share NAV was 42.08%.

This is based on an initial per share

NAV of $22.74 as of December 31, 2018 and an ending per share NAV as of December 31, 2019 of $32.31.

During this time

period, UGA made no distributions to its shareholders.

However, if UGA’s daily changes in its per share NAV had instead

exactly tracked the changes in the daily total return of the Benchmark Futures Contract, UGA would have had an estimated per

share NAV of $31.88 as of December 31, 2019, for a total return over the relevant time period of 40.19%.

The difference between

the actual per share NAV total return of UGA of 42.08% and the expected total return based on the Benchmark Futures Contract of

40.19% was an error over the time period of 1.89%, which is to say that UGA’s actual total return outperformed its benchmark by

that percentage.

UGA incurs expenses primarily composed of the management fee, brokerage commissions for the buying and selling

of futures contracts, and other expenses.

The impact of these expenses, offset by interest and dividend income, and net of positive

or negative execution, tends to cause daily changes in the per share NAV of UGA to track slightly lower or higher than

daily changes in the price of the Benchmark Futures Contract.

By comparison, for the year ended

December 31, 2018, the actual total return of UGA as measured by changes in its per share NAV was (29.00)%.

This was based

on an initial per share NAV of $32.03 as of December 31, 2017 and an ending per share NAV as of December 31, 2018 of

During this time period, UGA made no distributions to its shareholders.

However, if UGA’s daily changes in its

per share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Futures Contract, UGA would

have had an estimated per share NAV of $22.50 as of December 31, 2018, for a total return over the relevant time period of (29.75)%.

The difference between the actual per share NAV total return of UGA of (29.00)% and the expected total return based on the Benchmark

Futures Contract of (29.75)% was an error over the time period of 0.75%, which is to say that UGA’s actual total return outperformed

its benchmark by that percentage.

UGA incurred expenses primarily composed of the management fee, brokerage commissions for

the buying and selling of futures contracts, and other expenses.

The impact of these expenses, offset by interest and dividend

income, and net of positive or negative execution, tended to cause daily changes in the per share NAV of UGA to track slightly

lower or higher than daily changes in the price of the Benchmark Futures Contract.

By comparison, for the year ended December

31, 2017, the actual total return of UGA as measured by changes in its per share NAV was 2.10%.

This was based on an initial per

share NAV of $31.37 on December 31, 2016 and an ending per share NAV as of December 31, 2017 of $32.03.

During this time period,

UGA made no distributions to its shareholders.

However, if UGA’s daily changes in its per share NAV had instead exactly tracked

the changes in the daily total return of the Benchmark Futures Contract, UGA would have had an estimated per share NAV of $32.00

as of December 31, 2017, for a total return over the relevant time period of 2.00%.

There was no difference between the actual

per share NAV total return of UGA of 2.10% and the expected total return based on the Benchmark Futures Contract of 2.00%, which

is to say that UGA’s actual total return performed exactly the same as the benchmark result by that percentage.

expenses primarily composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other

The impact of these expenses, offset by interest and dividend income, and net of positive or negative execution, tended

to cause daily changes in the per share NAV of UGA to track slightly lower than daily changes in the price of the Benchmark Futures

There are currently three factors

that have impacted or are most likely to impact UGA's ability to accurately track Benchmark Futures Contract.

First, UGA may buy or sell its

holdings in the then current Benchmark Futures Contract at a price other than the closing settlement price of that contract

on the day during which UGA executes the trade.

In that case, UGA may pay a price that is higher, or lower, than that

of the Benchmark Futures Contract, which could cause the changes in the daily per share NAV of UGA to either be too high or

too low relative to the daily changes in the Benchmark Futures Contract.

During the year ended December 31, 2019, USCF attempted

to minimize the effect of these transactions by seeking to execute its purchase or sale of the Benchmark Futures Contract

at, or as close as possible to, the end of the day settlement price.

However, it may not always be possible for UGA to obtain

the closing settlement price and there is no assurance that failure to obtain the closing settlement price in the future will not

adversely impact UGA's attempt to track the Benchmark Futures Contract.

Second, UGA incurs expenses primarily

composed of the management fee, brokerage commissions for the buying and selling of futures contracts, and other expenses.

impact of these expenses tends to cause daily changes in the per share NAV of UGA to track slightly lower than daily changes

in the price of the Benchmark Futures Contract.

At the same time, UGA earns dividend and interest income on its cash, cash

equivalents and Treasuries.

UGA is not required to distribute any portion of its income to its shareholders and did not make

any distributions to shareholders during the year ended December 31, 2019.

Interest payments, and any other income, were retained

within the portfolio and added to UGA's NAV.

When this income exceeds the level of UGA's expenses for its management

fee, brokerage commissions and other expenses (including ongoing registration fees, licensing fees and the fees and expenses of

the independent directors of USCF), UGA will realize a net yield that will tend to cause daily changes in the per share NAV

of UGA to track slightly higher than daily changes in the Benchmark Futures Contract.

If short-term interest rates rise above

the current levels, the level of deviation created by the yield would increase.

Conversely, if short-term interest rates were to

decline, the amount of error created by the yield would decrease.

When short-term yields drop to a level lower than the combined

expenses of the management fee and the brokerage commissions, then the tracking error becomes a negative number and would tend

to cause the daily returns of the per share NAV to underperform the daily returns of the Benchmark Futures Contract.

USCF anticipates

that interest rates may continue to stagnate over the near future from historical lows.

However, it is anticipated that

fees and expenses paid by UGA may continue to be lower than interest earned by UGA.

As such, USCF anticipates that UGA

could possibly outperform its benchmark so long as interest earned at least equals or exceeds the fees and

expenses paid by UGA.

Third, UGA may hold Other Gasoline-Related

Investments in its portfolio that may fail to closely track the Benchmark Futures Contract's total return movements.

case, the error in tracking the Benchmark Futures Contract could result in daily changes in the per share NAV of UGA

that are either too high, or too low, relative to the daily changes in the Benchmark Futures Contract.

During the year ended

December 31, 2019, UGA did not hold any Other Gasoline-Related Investments.

If UGA increases in size, and due to its

obligations to comply with regulatory limits, UGA may invest in Other Gasoline-Related Investments which may have the effect of

increasing transaction related expenses and may result in increased tracking error.

Term Structure of Gasoline Futures Prices and the Impact

on Total Returns.

Several factors determine the total return from investing in futures contracts.

One factor arises from “rolling”

futures contracts that will expire at the end of the current month (the “near”

or “front”

month contract)

forward each month prior to expiration.

For a strategy that entails holding the near month contract, the price relationship between

that futures contract and the next month futures contract will impact returns.

For example, if the price of the near month futures

contract is higher than the next futures month contract (a situation referred to as “backwardation”), then absent

any other change, the price of a next month futures contract tends to rise in value as it becomes the near month futures contract

and approaches expiration.

Conversely, if the price of a near month futures contract is lower than the next month futures contract

(a situation referred to as “contango”), then absent any other change, the price of a next month futures contract

tends to decline in value as it becomes the near month futures contract and approaches expiration.

As an example, assume that the price of gasoline

for immediate delivery, is $1.50 per gallon, and the value of a position in the near month futures contract is also $1.50.

time, the price of gasoline will fluctuate based on a number of market factors, including demand for oil relative to

The value of the near month futures contract will likewise fluctuate in reaction to a number of market factors.

If an investor

seeks to maintain a position in a near month futures contract and not take delivery of physical gallons of gasoline, the investor

must sell the current near month futures contract as it approaches expiration and invest in the next month futures contract.

order to continue holding a position in the current near month futures contract, this “roll”

forward of the futures

contract must be executed every month.

Contango and backwardation are natural

market forces that have impacted the total return on an investment in UGA’s shares during the past year relative to a hypothetical

direct investment in gasoline.

In the future, it is likely that the relationship between the market price of UGA’s shares

and changes in the spot prices of gasoline will continue to be impacted by contango and backwardation.

It is important to

note that this comparison ignores the potential costs associated with physically owning and storing gasoline, which could be substantial.

If the futures market is in backwardation,

e.g., when the price of the near month futures contract is higher than the price of the next month futures contract, the investor

would buy a next month futures contract for a lower price than the current near month futures contract.

Assuming the price of the

next month futures contract was $1.47 per gallon, or 2% cheaper than the $1.50 near month futures contract, then, hypothetically,

and assuming no other changes (e.g., to either prevailing gasoline prices or the price relationship between the spot price,

the near month contract and the next month contract, and, ignoring the impact of commission costs and the income earned on cash

and/or cash equivalents), the value of the $1.47 next month futures contract would rise to $1.50 as it approaches expiration.

this example, the value of an investment in the next month futures contract would tend to outperform the spot price of gasoline.

As a result, it would be possible for the new near month futures contract to rise 12% while the spot price of gasoline may

have risen a lower amount, e.g., only 10%.

Similarly, the spot price of gasoline could have fallen 10% while the value of

an investment in the futures contract might have fallen another amount, e.g., only 8%.

Over time, if backwardation remained constant,

this difference between the spot price and the futures contract price would continue to increase.

If the futures market is in contango, an

investor would be buying a next month futures contract for a higher price than the current near month futures contract.

Again, assuming the near month futures contract is $1.50 per gallon, the price of the next month futures contract might be

$1.53 per gallon, or 2% more expensive than the front month futures contract.

Hypothetically, and assuming no other changes, the

value of the $1.53 next month futures contract would fall to $1.50 as it approaches expiration.

In this example, the value of an

investment in the second month would tend to underperform the spot price of gasoline.

As a result, it would be possible for the

new near month futures contract to rise only 10% while the spot price of gasoline may have risen a higher amount, e.g., 12%.

Similarly, the spot price of gasoline could have fallen 10% while the value of an investment in the second month futures contract

might have fallen another amount, e.g., 12%.

Over time, if contango remained constant, this difference between the spot price and

the futures contract price would continue to increase.

The chart below compares the daily price

of the near month gasoline futures contract to the price of 13 th month gasoline futures contract (i.e., a

contract one year forward) over the last 10 years.

When the price of the near month futures contract is higher than the price of

the 13 th month futures contract, the market would be described as being in backwardation.

When the price of the near

month futures contract is lower than the 13 th month futures contract, the market would be described as being in contango.

Although the price of the near month futures contract and the price of the 13 th month futures contract tend to

move together, it can be seen that at times the near month futures contract prices are higher than the 13 th month futures contract

prices (backwardation) and, at other times, the near month futures contract prices are lower than the 13 th month futures

contract prices (contango).

*PAST PERFORMANCE IS NOT NECESSARILY

INDICATIVE OF FUTURE RESULTS

An alternative way to view the same data

is to subtract the dollar price of the 13 th month gasoline futures contract from the dollar price of the near month gasoline

futures contract, as shown in the chart below.

When the difference is positive, the market is in backwardation.

When the difference

is negative, the market is in contango.

The gasoline market spent time in both backwardation and contango during the last

The chart below shows the results from subtracting the next month contract price from the price of the near month contract

for the 10-year period between December 31, 2009 and December 31, 2019.

Investors will note that the near month gasoline futures

contract spent time in both backwardation and contango.

*PAST PERFORMANCE IS NOT NECESSARILY

INDICATIVE OF FUTURE RESULTS

While the investment objective of UGA is

not to have the market price of its shares match, dollar for dollar, changes in the spot price of gasoline, contango and backwardation

have impacted the total return on an investment in UGA shares during the past year relative to a hypothetical direct investment

For example, an investment in UGA shares made on December 31, 2018 and held December 31, 2019 increased based upon

the changes in the NAV for UGA shares on those days, by approximately 42.08%, while the spot price of gasoline for immediate delivery

during the same period increased by 20.31% (note:

this comparison ignores seasonal factors and the potential costs associated with

physically owning and storing gasoline, which could be substantial).

By comparison, an investment in UGA shares made on December

31, 2017 and held to December 31, 2018 decreased based upon the changes in the NAV for UGA shares on those days, by approximately

29.00%, while the spot price of gasoline for immediate delivery during the same period increased by 16.14% (note:

this comparison

ignores the potential costs associated with physically owning and storing gasoline, which could be substantial).

Periods of contango or backwardation do

not materially impact UGA’s investment objective of having the daily percentage changes in its per share NAV track the daily

percentage changes in the price of the Benchmark Futures Contract since the impact of backwardation and contango tend to equally

impact the daily percentage changes in price of both UGA’s shares and the Benchmark Futures Contract.

It is impossible to

predict with any degree of certainty whether backwardation or contango will occur in the future.

It is likely that both conditions

will occur during different periods.

Gasoline Market.

During the year ended December 31,

2019, the price of unleaded gasoline in the United States was impacted by several factors.

In particular, global economic growth,

robust gasoline demand, the expectation for a Phase I U.S.

- China trade deal, and coordinated efforts by OPEC and other oil producing

nations to reduce global supplies of crude oil, the input product for gasoline, resulted in strong price rises in 2019.

Crude Oil Market.

During the year

ended December 31, 2019, crude oil prices traded in a range between $45.33to $66.30.

Crude oil rose over 34.46% from the end of

2018 through December 31, 2019 finishing the year at $54.07.

Crude prices peaked in April and declined through October as a result

of falling global growth forecasts, negative economic news, and persistently declining oil demand growth, all of which were at

least partially the result of the ongoing trade wars.

Prices briefly spiked 14.68% following the September 16, 2019 attacks on

Saudi oil facilities that knocked out five percent of global daily supply, but quickly fell back on ongoing negative sentiment

and economic news.

Prices rose again in the fourth quarter of 2019, as global crude oil and liquid fuels inventories declined slightly,

OPEC signaled and delivered further output cuts, the U.S.

and China reached a “Phase One”

trade deal, and further geopolitical

risks surfaced.

While OPEC has been aggressive about meeting target cuts, continued growth in U.S.

shale production also threatens

to oversupply the market relative to demand growth.

All three major energy agencies (OPEC, EIA, IEA) have lowered their 2020 demand

growth forecasts.

Should demand continue moderating or turn negative, crude prices would likely fall further.

However, geopolitical

risk has increased, while a geopolitical risk premium only briefly materialized in the price of crude.

Further surprise attacks

on crude infrastructure or conflicts in the Middle East would likely create volatility to the upside, should such events occur.

USCF believes that over both the medium-term

and the long-term, changes in the price of crude oil will exert the greatest influence on the price of refined petroleum products

such as gasoline.

At the same time, there can be other factors that, particularly in the short term, cause the price of gasoline

to rise (or fall), more (or less) than the price of crude oil.

For example, higher gasoline prices cause American consumers to

reduce their gasoline consumption, particularly during the high demand period of the summer driving season and gasoline prices

are impacted by the availability of refining capacity.

Furthermore, a slowdown or recession in the U.S.

economy may have a greater

impact on U.S.

gasoline prices than on global crude oil prices.

As a result, it is possible that changes in gasoline prices may

not match the changes in crude oil prices.

Unleaded Gasoline Price Movements in

Comparison to Other Energy Commodities and Investment Categories .

USCF believes that investors frequently measure the degree

to which prices or total returns of one investment or asset class move up or down in value in concert with another investment or

Statistically, such a measure is usually done by measuring the correlation of the price movements of the two different

investments or asset classes over some period of time.

The correlation is scaled between 1 and -1, where 1 indicates that the two

investment options move up or down in price or value together, known as “positive correlation,”

and -1 indicates that

they move in completely opposite directions, known as “negative correlation.”

A correlation of 0 would mean that the

movements of the two are neither positively nor negatively correlated, known as “non-correlation.”

That is, the investment

options sometimes move up and down together and other times move in opposite directions.

For the ten-year time period between December

31, 2009 and December 31, 2019, the table below compares the monthly movements of unleaded gasoline prices versus the monthly movements

of the prices of several other energy commodities, such as natural gas, crude oil and diesel-heating oil, as well as several major

non-commodity investment asset classes, such as large cap U.S.

equities, U.S.

government bonds and global equities.

It can be seen

that over this particular time period, the movement of gasoline on a monthly basis was strongly correlated with crude oil and diesel-heating

oil, somewhat correlated with large cap U.S.

equities and global equities, uncorrelated with natural gas, and somewhat negatively

correlated with U.S.

government bonds.

*PAST PERFORMANCE IS NOT NECESSARILY

INDICATIVE OF FUTURE RESULTS

Correlation Matrix

December 31, 2009 –

December 31, 2016

Large Cap U.S.

Equities (S&P 500)

Bonds (EFFAS U.S.

Global Equities (FTSE World Index)

Diesel-Heating Oil

Unleaded Gasoline

Bloomberg, NYMEX

The table below covers a more recent, but

much shorter, range of dates than the above table.

Over the one year period ended December 31, 2019, gasoline was strongly correlated

with movements in large cap U.S.

equities, global equities, crude oil and diesel-heating oil, moderately correlated with natural

gas and negatively correlated with U.S.

government bonds.

*PAST PERFORMANCE IS NOT NECESSARILY

INDICATIVE OF FUTURE RESULTS

Correlation Matrix

12 Months ended December 31, 2019*

Large Cap U.S.

Equities (S&P 500)

Bonds (EFFAS U.S.

Global Equities (FTSE World Index)

Diesel-Heating Oil

Unleaded Gasoline

Bloomberg, NYMEX

Investors are cautioned that the historical

price relationships between gasoline and various other energy commodities, as well as other investment asset classes, as measured

by correlation may not be reliable predictors of future price movements and correlation results.

The results pictured above would

have been different if a different range of dates had been selected.

USCF believes that gasoline has historically not demonstrated

a strong correlation with equities or bonds over long periods of time.

However, USCF also believes that in the future it is possible

that gasoline could have long term correlation results that indicate prices of gasoline more closely track the movements of equities

In addition, USCF believes that, when measured over time periods shorter than ten years, there will always be some periods

where the correlation of gasoline to equities and bonds will be either more strongly positively correlated or more strongly negatively

correlated than the long term historical results suggest.

The correlations between gasoline, crude

oil, natural gas and diesel-heating oil are relevant because USCF endeavors to invest UGA’s assets in Futures Contracts and

Other Gasoline-Related Investments so that daily changes in percentage terms in UGA’s per share NAV correlate as closely

as possible with daily changes in percentage terms in the price of the Benchmark Futures Contract.

If certain other fuel-based

commodity futures contracts do not closely correlate with the gasoline Futures Contract, then their use could lead to greater tracking

As noted above, USCF also believes that the changes in percentage terms in the price of the Benchmark Futures Contract will

closely correlate with changes in percentage terms in the spot price of gasoline.

Critical Accounting Policies

Preparation of the financial statements

and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the

application of appropriate accounting rules and guidance, as well as the use of estimates.

UGA's application of these policies

involves judgments and actual results may differ from the estimates used.

USCF has evaluated the nature and types

of estimates that it makes in preparing UGA's financial statements and related disclosures and has determined that the valuation

of its investments, which are not traded on a United States or internationally recognized futures exchange (such as forward contracts

and OTC swaps) involves a critical accounting policy.

The values which are used by UGA for its Futures Contracts are

provided by its commodity broker who uses market prices when available, while OTC swaps are valued based on the present value of

estimated future cash flows that would be received from or paid to a third party in settlement of these derivative contracts prior

to their delivery date and valued on a daily basis.

In addition, UGA estimates interest and dividend income on a daily basis

using prevailing rates earned on its cash and cash equivalents.

These estimates are adjusted to the actual amount received on a

monthly basis and the difference, if any, is not considered material.

Liquidity and Capital Resources

UGA has not made, and does not anticipate

making, use of borrowings or other lines of credit to meet its obligations.

UGA has met, and it is anticipated that UGA

will continue to meet, its liquidity needs in the normal course of business from the proceeds of the sale of its investments, or

from the Treasuries, cash and/or cash equivalents that it intends to hold at all times.

UGA's liquidity needs include:

shares, providing margin deposits for its existing Futures Contracts or the purchase of additional Futures Contracts

and posting collateral for its OTC swaps, if applicable, and payment of its expenses, summarized below under “Contractual

Obligations.”

UGA currently generates cash

primarily from:

(i) the sale of baskets consisting of 50,000 shares (“Creation Baskets”) and (ii) income earned

on Treasuries, cash and/or cash equivalents.

UGA has allocated substantially all of its net assets to trading in Gasoline Interests.

invests in Gasoline Interests to the fullest extent possible without being leveraged or unable to satisfy its current or potential

margin or collateral obligations with respect to its investments in Futures Contracts and Other Gasoline-Related Investments.

A significant portion of UGA's NAV is held in cash and cash equivalents that are used as margin and as collateral for its

trading in Gasoline Interests.

The balance of the assets is held in UGA's account at its custodian bank and in Treasuries

Income received from UGA's investments in money market funds and Treasuries is paid to UGA.

During the year

ended December 31, 2019, UGA's expenses did not exceed the income UGA earned and the cash earned from the sale of Creation

Baskets and the redemption of Redemption Baskets.

During the year ended December 31, 2018, UGA's expenses did not exceed the income

UGA earned and the cash earned from the sale of Creation Baskets and the redemption of Redemption Baskets.

To the extent expenses

exceed income, UGA's NAV will be negatively impacted.

UGA's investments in Gasoline

Interests may be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons.

example, most commodity exchanges limit the fluctuations in futures contracts prices during a single day by regulations referred

to as “daily limits.”

During a single day, no trades may be executed at prices beyond the daily limit.

Once the price

of a futures contract has increased or decreased by an amount equal to the daily limit, positions in the contracts can neither

be taken nor liquidated unless the traders are willing to effect trades at or within the specified daily limit.

Such market conditions

could prevent UGA from promptly liquidating its positions in Futures Contracts.

During the year ended December 31, 2019, UGA

did not purchase or liquidate any of its positions while daily limits were in effect;

however, UGA cannot predict whether

such an event may occur in the future.

Since the initial offering of shares, UGA has

been responsible for expenses relating to:

(i) management fees, (ii) brokerage fees and commissions, (iii) licensing fees for the

use of intellectual property, (iv) ongoing registration expenses in connection with offers and sales of its shares subsequent to

the initial offering, (v) other expenses, including tax reporting costs, (vi) fees and expenses of the independent directors of

USCF and (vii) other extraordinary expenses not in the ordinary course of business, while USCF has been responsible for expenses

relating to the fees of UGA's Marketing Agent, Administrator and Custodian and registration expenses relating to the initial offering

If USCF and UGA are unsuccessful in raising sufficient funds to cover these respective expenses or in locating any other

source of funding, UGA will terminate and investors may lose all or part of their investment.

Trading in Futures Contracts and Other

Gasoline-Related Investments, such as forwards, involves UGA entering into contractual commitments to purchase or sell gasoline

at a specified date in the future.

The aggregate market value of the contracts will significantly exceed UGA's future cash

requirements since UGA intends to close out its open positions prior to settlement.

As a result, UGA is generally only

subject to the risk of loss arising from the change in value of the contracts.

UGA considers the “fair value”

of its derivative instruments to be the unrealized gain or loss on the contracts.

The market risk associated with UGA's commitments

to purchase gasoline is limited to the aggregate market value of the contracts held.

However, should UGA enter into a contractual

commitment to sell gasoline, it would be required to make delivery of the gasoline at the contract price, repurchase the contract

at prevailing prices or settle in cash.

Since there are no limits on the future price of gasoline, the market risk to UGA could

be unlimited.

UGA's exposure to market risk depends

on a number of factors, including the markets for gasoline, the volatility of interest rates and foreign exchange rates, the liquidity

of the Futures Contracts and Other Gasoline-Related Investments markets and the relationships among the contracts held by

Drastic market occurrences could ultimately lead to the loss of all or substantially all of an investor’s capital.

When UGA enters into Futures

Contracts and Other Gasoline-Related Investments, it is exposed to the credit risk that the counterparty will not be able to meet

its obligations.

The counterparty for the Futures Contracts traded on the NYMEX and on most other futures exchanges is

the clearinghouse associated with the particular exchange.

In general, in addition to margin required to be posted by the clearinghouse

in connection with cleared trades, clearinghouses are backed by their members who may be required to share in the financial burden

resulting from the nonperformance of one of their members and, therefore, this additional member support should significantly reduce

UGA is not currently a member of any clearinghouse.

Some foreign exchanges are not backed by their clearinghouse

members but may be backed by a consortium of banks or other financial institutions.

There can be no assurance that any counterparty,

clearinghouse, or their members or their financial backers will satisfy their obligations to UGA in such circumstances.

USCF attempts to manage the credit risk

of UGA by following various trading limitations and policies.

In particular, UGA generally posts margin and/or holds

liquid assets that are approximately equal to the market value of its obligations to counterparties under the Futures Contracts

and Other Gasoline-Related Investments it holds.

USCF has implemented procedures that include, but are not limited to, executing

and clearing trades only with creditworthy parties and/or requiring the posting of collateral or margin by such parties for the

benefit of UGA to limit its credit exposure.

An FCM, when acting on behalf of UGA in accepting orders to purchase or

sell Futures Contracts on United States exchanges, is required by CFTC regulations to separately account for and segregate

as belonging to UGA, all assets of UGA relating to domestic Futures Contracts trading.

FCMs are not allowed to commingle UGA's

assets with their other assets.

In addition, the CFTC requires FCMs to hold in a secure account UGA's assets related

to foreign Futures Contracts trading.

In the future, UGA may purchase OTC

swaps, see “Item 7A.

Quantitative and Qualitative Disclosures About Market Risk”

in this annual report

on Form 10-K for a discussion of OTC swaps.

As of December 31, 2019, UGA held

cash deposits and investments in Treasuries and money market funds in the amount of $29,675,052 with the custodian and FCM.

or all of these amounts held by a custodian or an FCM, as applicable, may be subject to loss should UGA's custodian or FCM,

as applicable, cease operations.

Off Balance Sheet Financing

As of December 31, 2019, UGA had no

loan guarantee, credit support or other off-balance sheet arrangements of any kind other than agreements entered into in the normal

course of business, which may include indemnification provisions relating to certain risks that service providers undertake in

performing services which are in the best interests of UGA.

While UGA's exposure under these indemnification provisions cannot

be estimated, they are not expected to have a material impact on UGA's financial position.

European Sovereign Debt

UGA had no direct exposure to European

sovereign debt as of December 31, 2019 and has no direct exposure to European sovereign debt as of the filing of

this annual report on Form 10-K.

Redemption Basket Obligation

In order to meet its investment objective

and pay its contractual obligations described below, UGA requires liquidity to redeem shares, which redemptions must be in

blocks of 50,000 shares called “Redemption Baskets.”

UGA has to date satisfied this obligation by paying

from the cash or cash equivalents it holds or through the sale of its Treasuries in an amount proportionate to the number of shares

being redeemed.

Contractual Obligations

UGA's primary contractual obligations

are with USCF.

In return for its services, USCF is entitled to a management fee calculated daily and paid monthly as a fixed percentage

of UGA's NAV, currently 0.60% of NAV on its average daily total net assets.

USCF agreed to pay the start-up costs associated

with the formation of UGA, primarily its legal, accounting and other costs in connection with USCF’s registration with the

CFTC as a CPO and the registration and listing of UGA and its shares with the SEC, FINRA and NYSE Arca (formerly, AMEX), respectively.

However, since UGA’s initial offering of shares, offering costs incurred in connection with registering and listing additional

shares of UGA have been directly borne on an ongoing basis by UGA, and not by USCF.

USCF pays the fees of the Marketing Agent

and the fees of BBH&Co., as well as BBH&Co.’s fees for performing administrative services, including those in connection

with the preparation of UGA's financial statements and its SEC, NFA and CFTC reports.

USCF and UGA have also entered into a licensing

agreement with the NYMEX pursuant to which UGA and the Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee

to the NYMEX.

UGA also pays the fees and expenses associated with its tax accounting and reporting requirements.

USCF has voluntarily

agreed to pay certain expenses typically borne by UGA to the extent that such expenses exceeded 0.15% (15 basis points) of UGA’s

NAV, on an annualized basis.

USCF has no obligation to continue such payments into subsequent periods.

This voluntary expense waiver

is in addition to those amounts USCF is contractually obligated to pay as described in Note 4 to the Notes to Financial

Statements in Item 8 of this annual report on Form 10-K.

In addition to USCF’s management fee, UGA pays its brokerage fees (including fees to an FCM), OTC dealer spreads, any licensing

fees for the use of intellectual property, and, subsequent to the initial offering, registration and other fees paid to the SEC,

FINRA, or other regulatory agencies in connection with the offer and sale of shares, as well as legal, printing, accounting and

other expenses associated therewith, and extraordinary expenses.

The latter are expenses not incurred in the ordinary course of

UGA’s business, including expenses relating to the indemnification of any person against liabilities and obligations to the

extent permitted by law and under the LP Agreement, the bringing or defending of actions in law or in equity or otherwise conducting

litigation and incurring legal expenses and the settlement of claims and litigation.

Commission payments to an FCM are on a contract-by-contract,

or round turn, basis.

UGA also pays a portion of the fees and expenses of the independent directors of USCF.

See Note 3 to

the Notes to Financial Statements in Item 8 of this annual report on Form 10-K.

The parties cannot anticipate the amount

of payments that will be required under these arrangements for future periods, as UGA's per share NAVs and trading levels

to meet its investment objective will not be known until a future date.

These agreements are effective for a specific term agreed

upon by the parties with an option to renew, or, in some cases, are in effect for the duration of UGA's existence.

party may terminate these agreements earlier for certain reasons described in the agreements.

As of December 31, 2019, UGA's portfolio

consisted of 410 RBOB Gasoline Futures RB Contracts traded on the NYMEX.

As of December 31, 2019, UGA did not hold any Futures

Contracts traded on the ICE Futures.

For a list of UGA's current holdings, please see UGA's website at www.uscfinvestments.com.

Net realized and unrealized gain (loss) on futures transactions, inclusive of commissions

Net income (loss)

Weighted average limited partnership shares

Net income (loss) per share

Net income (loss) per weighted average share

Cash and cash equivalents at end of year

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity