Exhibit 10.2




 










 


 


 


CUSTODY AGREEMENT


By and Between


THE BANK OF NEW YORK MELLON, 


UNITED STATES COMMODITY FUNDS, LLC,


And


EACH ENTITY SET FORTH IN APPENDIX I


 


 






    	 



     


    




	BNY MELLON AND CUSTOMER CONFIDENTIAL	 


 


 


TABLE OF CONTENTS


 






	1.   DEFINITIONS	1
	2.   APPOINTMENT OF CUSTODIAN; ACCOUNTS	3
	2.1   Appointment of Custodian	3
	2.2   Establishment of Accounts	4
	3.   AUTHORIZED PERSONS AND INSTRUCTIONS; ELECTRONIC ACCESS	4
	3.1   Authorized Persons	4
	3.2   Instructions	5
	3.3   BNY Mellon Actions Without Instructions	6
	3.4   Funds Transfers	6
	3.5   Electronic Access	7
	4.   SUBCUSTODIANS, DEPOSITORIES AND AGENTS	7
	4.1   Use of Subcustodians and Depositories	7
	4.2   Liability for Subcustodians	7
	4.3   Liability for Depositories	8
	4.4   Use of Agents	8
	5.   CORPORATE ACTIONS	8
	5.1   Notification	8
	5.2   Exercise of Rights	8
	5.3   Partial Redemptions, Payments, Etc.	9
	6.   SETTLEMENT	9
	6.1   Settlement Instructions	9
	6.2   Settlement Funds	9
	6.3   Settlement Practices	9
	7.   TAX MATTERS	9
	7.1   Tax Obligations	9
	7.2   Responsibility for Taxes	10
	7.3   Payments	10
	8.   CREDITS AND ADVANCES	10
	8.1   Contractual Settlement and Income	10
	8.2   Advances	11
	8.3   Repayment	11
	8.4   Securing Repayment	11
	8.5   Setoff	11
	9.   STATEMENTS; BOOKS AND RECORDS; THIRD PARTY DATA	12
	9.1   Statements	12
	9.2   Books and Records	13
	9.3   Third Party Data	13
	10.   DISCLOSURES	14
	10.1   Required Disclosure	14
	10.2   Foreign Exchange Transactions	14
	10.3   Investment of Cash	14



 






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	11.   REGULATORY MATTERS	15
	11.1   USA PATRIOT Act	15
	11.2   Sanctions; Anti-Money Laundering	15
	12.   COMPENSATION	16
	12.1   Fees and Expenses	16
	12.2   Other Compensation	17
	13.   REPRESENTATIONS, WARRANTIES AND COVENANTS	17
	13.1   BNY Mellon	17
	13.2   USCF and Customer	17
	14.   LIABILITY	18
	14.1   Standard of Care	18
	14.2   Limitation of Liability	18
	14.3   Force Majeure	19
	14.4   Indemnification	19
	15.   CONFIDENTIALITY	20
	15.1   Confidentiality Obligations	20
	15.2   Exceptions	20
	16.   TERM AND TERMINATION	20
	16.1   Term	20
	16.2   Termination	20
	16.3   Effect of Termination	21
	16.4   Survival	21
	17.   GENERAL	21
	17.1   Non-Custody Assets	21
	17.2   Assignment	22
	17.3   Amendment	22
	17.4   Governing Law/Forum	22
	17.5   Non-Fiduciary Status	22
	17.6   Notices	23
	17.7   Entire Agreement	23
	17.8   No Third Party Beneficiaries	23
	17.9   Counterparts/Facsimile	23
	17.10   Interpretation	23
	17.11   No Waiver	23
	17.12   Headings	24
	17.13   Severability	24



 






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CUSTODY AGREEMENT


 


This Custody Agreement
is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”)
by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), United States
Commodity Funds, LLC (“USCF”), each Trust (hereinafter each a “Trust”, and collectively the
“Trusts” as applicable) and each Limited Partnership (hereinafter each a “Limited Partnership”,
and collectively the “Limited Partnerships” as applicable), in each case listed on Appendix A hereto (as such
Appendix be amended from time to time). BNY Mellon, USCF, each Limited Partnership, and each Trust are collectively referred to
as the “Parties” and individually as a “Party.” Each Limited Partnership and each Series
of each Trust that listed on Appendix A is referred to as a “Customer.”



 


RECITALS

 


WHEREAS, USCF is
the sponsor of each Trust and each Series thereof;


WHEREAS, USCF is
the general partner of each Limited Partnership; and


WHEREAS, USCF and
each Customer wishes to appoint BNY Mellon as the custodian of certain of its assets, and BNY Mellon is willing to provide such
services on the terms and conditions set forth herein.


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound, the Parties agree as
follows.


		1.	DEFINITIONS


 


Whenever used in this Agreement,
the following words have the meanings set forth below:


“1940 Act” means
the U.S. Investment Company Act of 1940, as amended.


“Account” has
the meaning set forth in Section 2.2.


“Act” has the
meaning set forth in Section 10.1(a).


“Affiliate”
means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by or under common control
with such entity.


“Agreement”
means, collectively, this Custody Agreement, any Exhibits hereto and any other documents incorporated herein by reference.


“Anti-Money Laundering
Laws” means all anti-money laundering and counter-terrorist financing laws, rules, regulations, executive orders and
requirements administered by any governmental authority of the United States (including the U.S. Bank Secrecy Act, the U.S.A. PATRIOT
Act, and regulations of the U.S. Treasury Department which implement such acts) or any other applicable domestic or foreign authority
over USCF and/or Customer .






    	 



     


    

“Assets” has
the meaning set forth in Section 2.1(a).


“Authorized Person”
has the meaning set forth in Section 3.1.


“BNY Mellon”
has the meaning set forth in the introductory paragraph.


“Cash” means
the money and currency of any jurisdiction which BNY Mellon accepts for deposit in an Account.


“Confidential Information”
means, with respect to a Party, the terms of this Agreement and all non-public business and financial information of such Party
(including, with respect to USCF and Customer, information regarding each Account and including, with respect to BNY Mellon, information
regarding its practices and procedures related to the services provided hereunder) disclosed to the other Party in connection with
this Agreement.


“Customer” has
the meaning set forth in the introductory paragraph.


“Data Terms Website”
means http://www.bnymellon.com/products/assetservicing/vendoragreement.pdf
or any successor website the address of which is provided by BNY Mellon to Customer.


“Depository”
means the Depository Trust Company, Euroclear, Clearstream Banking S.A., the Canadian Depository System, CLS Bank and any other
securities depository, book-entry system or clearing agency authorized to act as a system for the central handling of securities
pursuant to the laws of the applicable jurisdiction, and any successors to, and/or nominees of, any of the foregoing.


“Effective Date”
has the meaning set forth in the introductory paragraph.


“Electronic Access Services”
means such services made available by BNY Mellon or a BNY Mellon Affiliate to USCF and Customer to electronically access information
relating to each Customer’s Account and/or transmit Instructions.


“Foreign Depository”
means each eligible securities depository identified by BNY Mellon to Customer from time to time.


“Instructions”
means, with respect to this Agreement, instructions issued to BNY Mellon by way of (a) one of the following methods (each
as and to the extent specified by BNY Mellon as available for use in connection with the services hereunder): (i) the Electronic
Access Services; (ii) third-party electronic communication services containing, where applicable, appropriate authorization
codes, passwords or authentication keys, or otherwise appearing on their face to have been transmitted by an Authorized Person
or (iii) third-party institutional trade matching utilities used to effect transactions in accordance with such utility’s
customary procedures or (b) such other method as may be agreed upon by the Parties and that appear on their face to have been
transmitted by an Authorized Person.






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“Market Data”
means pricing, valuations or other commercially sourced data applicable to any Security. Market Data also includes security identifiers,
bond ratings and classification data.


“Market Data Providers”
means vendors and analytics providers and any other Person providing Market Data to BNY Mellon.


“Non-Custody Assets”
has the meaning set forth in Section 17.1.


“Oral Instructions”
means, with respect to this Agreement, spoken instructions issued to BNY Mellon and reasonably believed by BNY Mellon to be from
an Authorized Person.


“Party” or “Parties”
has the meaning set forth in the introductory paragraph.


“Person” or
“Persons” means any entity or individual.


“Sanctions”
means all economic sanctions laws, rules, regulations, executive orders and requirements administered by any governmental authority
of the United States (including the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury) or any other
applicable domestic or foreign authority with jurisdiction over USCF and/or Customer.


“Securities”
means all (a) debt and equity securities and (b) instruments representing rights or interests therein, including rights
to receive, subscribe to or purchase the foregoing; in each case as may be agreed upon from time to time by BNY Mellon and Customer
and which are from time to time delivered to or received by BNY Mellon and/or any Subcustodian for deposit in an Account.


“Standard of Care”
has the meaning set forth in Section 14.1.


“Subcustodian”
means a bank or other financial institution (other than a Depository) that is selected and used by BNY Mellon or a BNY Mellon Affiliate
in connection with the settlement of transactions and/or custody of Assets hereunder, and any successors to, and/or nominees of,
any of the foregoing.


“Tax Obligations”
means taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions
to tax and other related expenses.


“Third Party Data”
has the meaning set forth in Section 9.3(a).


		2.	APPOINTMENT OF CUSTODIAN; ACCOUNTS



		2.1	Appointment of Custodian



		(a)	USCF, the Trust and each Limited Partnership, hereby appoints BNY Mellon as custodian of all Securities
and Cash to be held under, and in accordance with the terms of, this Agreement for each Customer (collectively, “Assets”),
and BNY Mellon hereby accepts such appointment. The Parties acknowledge and agree that BNY Mellon’s duties pursuant to such
appointment will be limited solely to those duties expressly undertaken pursuant to this Agreement.


 





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		(b)	Notwithstanding the foregoing, BNY Mellon has no obligation:



		(i)	With respect to any Assets until they are actually received in an Account;



		(ii)	To inquire into, make recommendations, supervise or determine the suitability of any transactions
affecting any Account or to question any Instructions;



		(iii)	To determine the adequacy of title to, or the validity or genuineness of, any Assets received by
it or delivered by it pursuant to this Agreement; or



		(iv)	With respect to any matters related to: the establishment, maintenance operation or termination
of Customer; or the offer, sale or distribution of the shares of, or interests in, Customer.



		(c)	Cash held hereunder may be subject to additional deposit terms and conditions issued by BNY Mellon
or the applicable Subcustodian from time to time, including rates of interest and deposit account access.



		(d)	If Customer engages in securities lending activities, such activities will be subject to certain
additional and/or modified terms to be set forth in a separate written agreement between USCF, the applicable Trust or Limited
Partnership and BNY Mellon or a BNY Mellon Affiliate.



		2.2	Establishment of Accounts


 


BNY Mellon will establish and maintain
a separate account for each Customer listed in Appendix I hereto (each, an “Account”). BNY Mellon will hold
Assets relating to such Customer as provided herein. The Account of each Customer identified in Appendix I shall be established
and maintained by BNY Mellon separately from the Account of every other Customer listed in Appendix I. Any obligations of a Customer
under this Agreement will not be satisfied out of the assets of another Customer under this Agreement; provided, however, that
the obligations of any Customer for which USCF may be responsible may be satisfied out of any assets of such Customer and USCF
jointly.


		3.	AUTHORIZED PERSONS AND INSTRUCTIONS; ELECTRONIC ACCESS



		3.1	Authorized Persons


 


Promptly following the Effective
Date, Customer and/or its designee (including any of Customer’s investment managers) will furnish BNY Mellon with one or
more written lists or other documentation acceptable to BNY Mellon specifying the names and titles of, or otherwise identifying,
all Persons authorized to act on behalf of Customer with respect to this Agreement (each, an “Authorized Person”).
Customer will be responsible for keeping such lists and/or other documentation current, and will update such lists and/or other
documentation, as necessary from time to time, pursuant to Instructions.





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		3.2	Instructions



		(a)	Except as otherwise expressly provided in this Agreement, BNY Mellon will have no obligation to
take any action hereunder unless and until it receives Instructions issued in accordance with this Agreement.



		(b)	Customer will be responsible for ensuring that (i) only Authorized Persons issue Instructions
to BNY Mellon and (ii) all Authorized Persons appropriately safeguard any user and authorization codes, passwords and authentication
keys used in connection with the issuance of Instructions.



		(c)	Where Customer may or is required to issue Instructions, such Instructions will be issued by an
Authorized Person.



		(d)	BNY Mellon will be entitled to deal with any Authorized Person until notified otherwise pursuant
to Instructions, and will be entitled to act and rely upon any Instruction received by BNY Mellon.



		(e)	All Instructions must include all information necessary, and must be delivered using such methods
and in such format as BNY Mellon may require and be received within BNY Mellon’s established cut-off times and otherwise
in sufficient time, to enable BNY Mellon to act upon such Instructions.



		(f)	BNY Mellon may in its sole discretion decline to act upon any Instructions that do not comply with
requirements set forth in Section 3.2(e) or that conflict with applicable law or regulations or BNY Mellon’s operating
policies and practices, in which event BNY Mellon will promptly notify Customer.



		(g)	Customer acknowledges that while it is not part of BNY Mellon’s normal practices and procedures
to accept Oral Instructions, BNY Mellon may in certain limited circumstances accept Oral Instructions. In such event, such Oral
Instructions will be deemed to be Instructions for purposes of this Agreement. An Authorized Person issuing such an Oral Instruction
will promptly confirm such Oral Instruction to BNY Mellon in writing. Notwithstanding the foregoing, Customer agrees that the fact
that such written confirmation is not received by BNY Mellon, or that such written confirmation contradicts the Oral Instruction,
will in no way affect (i) BNY Mellon’s reliance on such Oral Instruction or (ii) the validity or enforceability
of transactions authorized by such Oral Instruction and effected by BNY Mellon.



		(h)	Customer acknowledges and agrees that it is fully informed of the protections and risks associated
with the various methods of transmitting Instructions to BNY Mellon and that there may be more secure methods of transmitting Instructions
than the method selected by the sender. Customer agrees that the security procedures, if any, to be followed by Customer and BNY
Mellon with respect to the transmission and authentication of Instructions provide to Customer a commercially reasonable degree
of protection in light of its particular needs and circumstances.


 





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		3.3	BNY Mellon Actions Without Instructions


 


Notwithstanding anything to the
contrary set forth in this Agreement, the Customer hereby authorizes BNY Mellon, without Instructions, to take any administrative
or ministerial actions with respect to an Account that it deems reasonably necessary or appropriate to perform its obligations
under this Agreement unless and until BNY Mellon receives an officers’ certificate signed by an Authorized Person of the
Customer to the contrary, including the following:


		(a)	Receive income and other payments due to the Account; provided, however, that BNY Mellon will have
no duty to pursue collection of any amount due to an Account, including for Securities in default, if such amount is not paid when
due;



		(b)	Carry out any exchanges of Securities or other corporate actions not requiring discretionary decisions;



		(c)	Facilitate access by Customer or its designee to ballots or online systems to assist it in the
voting of proxies received by BNY Mellon in its capacity as custodian for eligible positions of Securities held in the Account
(excluding bankruptcy matters), all of which will be exercised by Customer or its designee and not by BNY Mellon;



		(d)	Forward to Customer or its designee information (or summaries of information) that BNY Mellon receives
in its capacity as custodian from Depositories or Subcustodians concerning Securities in the Account (excluding bankruptcy matters);



		(e)	Forward to Customer or its designee an initial notice of bankruptcy cases relating to Securities
held in the Account and a notice of any required action related to such bankruptcy cases as may be received by BNY Mellon in its
capacity as custodian. BNY Mellon will take no further action nor provide further notification related to the bankruptcy case;



		(f)	Unless otherwise elected by Customer, and in accordance with BNY Mellon’s standard terms
and conditions, provide class action filing services for settled claims related to Securities with industry recognized identifiers;



		(g)	Endorse for collection checks, drafts or other negotiable instruments received on behalf of the
Account;



		(h)	Execute and deliver, solely in its capacity as custodian, certificates, documents or instruments
incidental to BNY Mellon’s performance under this Agreement; and



		3.4	Funds Transfers


 


With respect to each Instruction
for a Cash transfer, when the Instruction is to credit or pay a party by both a name and a unique numeric or alpha-numeric identifier
(e.g., IBAN or ABA or account number), BNY Mellon and any other bank participating in the Cash transfer will be entitled to rely
solely on such numeric or alpha-numeric identifier, even if it identifies a party different from the party named. Such reliance
on an identifier will apply to beneficiaries named in the Instruction, as well as any financial institution that is designated
in the Instruction to act as an intermediary in such Cash transfer. To the extent permitted by applicable law, the Parties will
be bound by the rules of any transfer system used to effect a Cash transfer under this Agreement.





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		3.5	Electronic Access


 


If USCF or any Customer elects
to use the Electronic Access Services in connection with this Agreement, the use thereof will be subject to any terms and conditions
contained in a separate written agreement between the Parties or their Affiliates. If an Authorized Person elects, with BNY Mellon’s
prior consent, to transmit Instructions through a third-party electronic communications service, BNY Mellon will not be responsible
or liable for the reliability or availability of any such service.


		4.	SUBCUSTODIANS, DEPOSITORIES AND AGENTS



		4.1	Use of Subcustodians and Depositories



		(a)	BNY Mellon will be entitled to utilize Subcustodians and Depositories in connection with its performance
hereunder.



		(b)	BNY Mellon will only utilize Subcustodians that have entered into an agreement with BNY Mellon
or a BNY Mellon Affiliate, and Assets held through a Subcustodian will be held subject to the terms and conditions of such Subcustodian’s
respective agreement.



		(c)	Assets deposited in a Depository will be held subject to the rules, procedures, terms and conditions
of such Depository. Subcustodians may hold Assets in Depositories in which such Subcustodians participate.



		(d)	With respect to each Foreign Depository, BNY Mellon will exercise reasonable care, prudence and
diligence (a) to provide Customer, with an analysis of the custody risks associated with maintaining assets with the Foreign Depository
and (b) to monitor such custody risks on a continuing basis and promptly notify Customer, of any material change in such risks.
Customer acknowledges and agrees that such analysis and monitoring will be made on the basis of, and limited by, information gathered
from certain Subcustodians or through publicly available information otherwise obtained by BNY Mellon, and will not include any
evaluation of the matters referenced in Section 14.2(b)(i).



		(e)	Unless otherwise required by local law or practice or a particular Subcustodian agreement, Assets
deposited with Subcustodians or Depositories may be held in a commingled account in the name of, as applicable, BNY Mellon, a BNY
Mellon Affiliate or the applicable Subcustodian, for its clients.



		4.2	Liability for Subcustodians



		(a)	BNY Mellon will exercise the Standard of Care in selecting, retaining and monitoring Subcustodians.


 





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		(b)	With respect to Assets held by a Subcustodian, BNY Mellon will be liable to Customer for the activities
of such Subcustodian under this Agreement to the extent that BNY Mellon would have been liable to Customer under this Agreement
if BNY Mellon had performed such activities itself in the relevant market in which such Subcustodian is located; provided, however,
that with respect to Securities held by a Subcustodian that is not a BNY Mellon Affiliate:



		(i)	BNY Mellon’s liability will be limited solely to the extent resulting directly from BNY Mellon’s
failure to exercise the Standard of Care in selecting, retaining, and monitoring such Subcustodian; and



		(ii)	To the extent that BNY Mellon is not liable pursuant to Section 4.2(b)(i), BNY Mellon’s
sole responsibility to Customer will be to: (A) take reasonable and appropriate action to recover from such Subcustodian,
and (B) forward to Customer any amounts so recovered (exclusive of costs and expenses incurred by BNY Mellon in connection
therewith).



		4.3	Liability for Depositories


 


BNY Mellon will have no responsibility
or liability for the activities of any Depository arising out of or relating to this Agreement or any cost or burden imposed on
the transfer or holding of Assets held with such Depository.


		4.4	Use of Agents


 


BNY Mellon may appoint agents,
including BNY Mellon Affiliates, on such terms and conditions as it deems appropriate to perform its obligations hereunder. Except
as otherwise specifically provided herein, no such appointment will discharge BNY Mellon from its obligations hereunder.


		5.	CORPORATE ACTIONS



		5.1	Notification


 


BNY Mellon will notify Customer
or its designee of rights or discretionary corporate actions, proxies or other notices impacting Customer’s Securities that
are held within an Account as promptly as practicable under the circumstances, provided that BNY Mellon has actually received,
in its capacity as custodian, notice of such right or discretionary corporate action from the relevant issuer, or from a Subcustodian,
Depository or third party vendor. Without actual receipt of such notice by BNY Mellon, BNY Mellon will have no responsibility or
liability for failing to so notify Customer.


		5.2	Exercise of Rights


 


Whenever there are voluntary rights
that may be exercised or alternate courses of action that may be taken with respect to Securities in an Account, Customer or its
designee will be responsible for making any decisions relating thereto and for instructing BNY Mellon to act. In order for BNY
Mellon to act, USCF on behalf of the applicable Customer, must issue Instructions either: (a) using the BNY Mellon-generated
form provided along with BNY Mellon’s notice under Section 5.1 or (b) if Customer is not using such BNY Mellon-generated
form, clearly indicating, by reference to the options provided on such BNY Mellon-generated form, which action Customer is electing.
Each such Instruction will be addressed as BNY Mellon may from time to time request and issued by such time as BNY Mellon will
advise Customer or its designee.



 



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		5.3	Partial Redemptions, Payments, Etc.


 


BNY Mellon will advise Customer
or its designee upon its notification, in its capacity as custodian, of a partial redemption, partial payment or other action with
respect to a Security affecting fewer than all such Securities held within an Account. If BNY Mellon or any Subcustodian or Depository
holds any Securities affected by one of the events described, BNY Mellon or such Subcustodian or Depository may select the Securities
to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily
uses to make such selection.


		6.	SETTLEMENT



		6.1	Settlement Instructions


 


Promptly after the execution of
each Securities transaction, Customer will issue to BNY Mellon Instructions to settle such transaction. Unless otherwise agreed
by BNY Mellon and subject to Section 8.1, Assets will be credited to the relevant Account only when actually received by BNY
Mellon.


		6.2	Settlement Funds


 


For the purpose of settling a Securities
transaction, Customer will provide BNY Mellon with instructions from an Authorized Person, or shall otherwise ensure that sufficient
immediately available funds or Securities, as applicable, are in the relevant Account by such time and date as is required to enable
BNY Mellon to settle such transaction in the country of settlement and in the currency to be used to settle such transaction.


		6.3	Settlement Practices


 


Securities transactions will be
settled using practices customary in the jurisdiction or market where the transaction occurs, which may include the delivery of
Securities or Cash to a counterparty or its agents against, as applicable, the receipt of Securities or Cash in the future. Customer
assumes full responsibility for all risks involved in connection with BNY Mellon’s delivery of Securities or Cash in accordance
with such practices.


		7.	TAX MATTERS



		7.1	Tax Obligations


 


To the extent that BNY Mellon has
received relevant and necessary information with respect to an Account, BNY Mellon will perform the following services with respect
to Tax Obligations:


		(a)	BNY Mellon (or the applicable Subcustodian) will apply, withhold and report appropriate amounts
as BNY Mellon (in its capacity as custodian) or the applicable Subcustodian (in its capacity as subcustodian) is required to do
under the relevant source country tax laws, and is authorized to debit the relevant Account in the amount of a Tax Obligation withheld
and to pay such amount to the appropriate taxing authority;


 





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		(b)	BNY Mellon will, where appropriate and upon receipt of sufficient information, pursue claims for
tax relief where (i) either a tax treaty or a source country’s domestic tax laws provide for favorable tax treatment
with respect to an Asset as a result of the Customer’s status as a specific type of investor and/or residency status and
(ii) the source country’s tax authorities have outlined the requirements and qualification criteria required to obtain
such relief; and



		(c)	BNY Mellon will forward to Customer or its designee information regarding Tax Obligations applicable
to Customer that BNY Mellon receives in its capacity as custodian from third parties and that BNY Mellon reasonably believes would
be useful to Customer or its designee in the submission of any reports or returns with respect to Tax Obligations.



		7.2	Responsibility for Taxes


 


USCF and the applicable Customer
will be responsible and liable for all Tax Obligations with respect to any Assets held on behalf of Customer and any transaction
related thereto. USCF and each Customer acknowledges and agrees that BNY Mellon and its Affiliates are not tax advisers and will
not under any circumstances provide tax advice to USCF or any Customer. Each of USCF and the Customers will obtain their own independent
tax advice for any tax-related matters.


		7.3	Payments


 


Where BNY Mellon
receives Instructions to make distributions or transfers out of an Account in order to pay Customer’s third party service
providers, Customer acknowledges that in making such payments BNY Mellon is acting in an administrative or ministerial capacity,
and not as the payor, for tax information reporting and withholding purposes.


		8.	CREDITS AND ADVANCES



		8.1	Contractual Settlement and Income


 


BNY Mellon may, in its sole discretion,
as a matter of bookkeeping convenience, credit the relevant Account with the proceeds resulting from the purchase, sale, redemption
or other delivery or receipt of Securities, or interest, dividends or other distributions payable on Securities, or any foreign
exchange transaction effected in connection with this Agreement, prior to its actual receipt thereof. All such credits will be
conditional until BNY Mellon’s actual receipt of such proceeds and may be reversed by BNY Mellon to the extent that such
proceeds are not received. Actual receipt of proceeds with respect to a transaction will not be deemed to have occurred, and the
transaction will not be considered final, until BNY Mellon has received sufficient immediately available funds or Securities specifically
applicable to such transaction that, under applicable local law, rule or practice, are irreversible and not subject to any security
interest, levy or other encumbrance.

 





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		8.2	Advances


 


If BNY Mellon receives an Instruction
that, if processed, would result in an overdraft in an Account, BNY Mellon may, in its sole discretion, advance funds in any currency
hereunder.


		8.3	Repayment


 


If: (a) BNY Mellon has advanced
funds to an Account; (b) an overdraft has occurred in an Account (including overdrafts incurred in connection with the settlement
of securities transactions, funds transfers or foreign exchange transactions) or (c) Customer is for any other reason indebted
to BNY Mellon, USCF, for and on behalf of Customer, or the applicable Customer agrees to repay BNY Mellon (on demand or upon becoming
aware thereof) the amount of such advance, overdraft or indebtedness, plus accrued interest at a rate then charged by BNY Mellon
to its institutional custody clients in the relevant currency.


		8.4	Securing Repayment


 


In order to secure repayment of
USCF’s and each Customer’s obligations and liabilities (whether or not matured) to BNY Mellon or any BNY Mellon Affiliate,
whether or not relating to or arising under this Agreement, and without limiting BNY Mellon’s or such BNY Mellon Affiliate’s
rights under applicable law or any other agreement, Customer hereby pledges and grants to BNY Mellon and such BNY Mellon Affiliate,
and agrees BNY Mellon and such BNY Mellon Affiliate will have to the maximum extent permitted by law, a continuing first lien and
security interest in: (a) all of Customer’s right, title and interest in and to the Account and the Assets now or hereafter
held in such Account (including proceeds thereof) and (b) any other property at any time held by BNY Mellon or any BNY Mellon
Affiliate; provided that Customer does not hereby grant a security interest in any Securities issued by an affiliate (as defined
in Section 23A of the U.S. Federal Reserve Act) of BNY Mellon. Customer represents, warrants and covenants that it owns the
Assets in the Accounts, and such other property at any time held by BNY Mellon or any BNY Mellon Affiliate relating to Customer,
free and clear of all liens, claims and security interests (except as otherwise acknowledged in writing by BNY Mellon), and that
the first lien and security interest granted herein will be subject to no setoffs, counterclaims or other liens prior to or on
a parity with it in favor of any third party (other than specific liens granted preferred status by statute). Customer will take
any additional steps required to assure BNY Mellon of such priority security interest, including notifying third parties or obtaining
their consent. BNY Mellon will be entitled to collect from the relevant Account sufficient Cash for reimbursement, and if such
Cash is insufficient, to sell Securities in such Account to the extent necessary to obtain reimbursement. In this regard, BNY Mellon
will be entitled to all the rights and remedies of a pledgee, secured creditor and/or securities intermediary under applicable
laws, rules and regulations as then in effect as if Customer or the relevant Series is in default.


		8.5	Setoff


 


		(a)	BNY Mellon has the right to debit any Cash for any amount payable by USCF, on behalf of the applicable
Customer, or such Customer in connection with any and all obligations and liabilities (whether or not matured) of such Customer
to BNY Mellon or any BNY Mellon Affiliate, in each case in connection with this Agreement and the services contemplated hereunder.
At any time when USCF or the applicable Customer has not honored any of its obligations to BNY Mellon or such BNY Mellon Affiliate,
in each case in connection with this Agreement and the services contemplated hereunder, BNY Mellon will have the right to retain
or set-off against any obligations relating to such Customer any cash BNY Mellon or any BNY Mellon Affiliate may directly or indirectly
hold with respect to such Customer and any obligations (whether or not matured) that BNY Mellon or any BNY Mellon Affiliate may
have with respect to such Customer in any currency. Any such cash or obligation relating to Customer may be transferred to BNY
Mellon and any BNY Mellon Affiliate in order to effect the above rights. BNY Mellon shall endeavor to provide reasonably contemporaneous
notice to each of USCF and the applicable Customer in the event it exercises the rights contemplated by this Section 8.5.


 





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		(b)	Notwithstanding the foregoing, BNY Mellon shall not exercise its rights under this Section 9.5 with
respect to any amounts owing to BNY Mellon pursuant to Section 13.1 and that are subject to a good faith dispute.



		(c)	With respect to each Series, BNY Mellon agrees to look solely to the assets of such Series and to
USCF and its assets in respect of any claim against or obligation of such Series. BNY Mellon acknowledges and agrees that liability
of a Series, as a series of the Trust, is limited pursuant to Section 3804(a) of the Delaware Statutory Trust Act, such that (a)
the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Series shall
be enforceable against the assets of the Series only, and not against the assets of the Trust generally or the assets of any other
series of the Trust, and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for, or otherwise existing
with respect to the Trust generally and any other series of the Trust shall be enforceable against the assets of the Series.



		9.	STATEMENTS; BOOKS AND RECORDS; THIRD PARTY DATA



		9.1	Statements



		(a)	BNY Mellon will make available to and Customer, through the Electronic Access Services, a monthly
statement (or report for such other time period as the Parties may agree upon from time to time) reflecting all transfers to or
from the Accounts during such month and all holdings in the Accounts as of the last business day of such month (or as of such other
date(s) as the Parties may agree from time to time). Customer will promptly review each such statement and, within ninety (90)
days of when such statement is made available by BNY Mellon, notify BNY Mellon of any exception or objection thereto. Notwithstanding
the foregoing, Customer may notify BNY Mellon of any such exceptions or objections at any time; provided, however, that BNY Mellon
will not be responsible or liable for any losses that could have been mitigated had such notice been provided during such ninety
(90) day period.



		(b)	For each Business Day, BNY Mellon shall make available to the Customer through Electronic Access
a daily report of (i) all deposits to and withdrawals from the Account for such Business Day and the outstanding balance as
of the end of such Business Day, and (ii) a report of settled trades of Securities for such Business Day.


 





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		9.2	Books and Records


 


The books and records directly
pertaining to the Accounts which are in the possession of BNY Mellon will be the property of Customer. Such books and records will
be prepared and maintained as required by the 1940 Act and the rules thereunder applicable to BNY Mellon in connection with its
provision of the custody services described in this Agreement. BNY Mellon will identify on its books and records the Assets belonging
to Customer with respect to each Customer whether held directly or indirectly through Subcustodians or Depositories. Customer and
its authorized representatives, including its auditor, will have the right, at Customer’s own expense and with reasonable
prior written notice to BNY Mellon, to have reasonable access to those books and records directly pertaining to the Accounts. Any
such access will occur during BNY Mellon’s normal business hours and will be subject to BNY Mellon’s applicable security
policies and procedures. Upon Customer’s reasonable request, copies of those books and records directly pertaining to the
Accounts will be provided by BNY Mellon to Customer or its authorized representative.


		9.3	Third Party Data



		(a)	Customer acknowledges that BNY Mellon will be receiving, utilizing and relying on Market Data and
other data provided by Customer and/or by third parties in connection with its performance of the services hereunder (collectively,
“Third Party Data”). BNY Mellon is entitled to rely without inquiry on all Third Party Data provided to BNY
Mellon hereunder (and all Instructions related to Third Party Data), and BNY Mellon makes no assurances or warranties in relation
to the accuracy or completeness of Third Party Data and will not be responsible or liable for any losses or damages incurred as
a result of any Third Party Data that is inaccurate or incomplete. BNY Mellon may follow Instructions with respect to Third Party
Data, even if such Instructions direct BNY Mellon to override its usual procedures and data sources or if BNY Mellon, in performing
services for itself or others (including services similar to those performed for Customer), receives different Third Party Data
for the same or similar Securities.



		(b)	Although statements and reports provided by BNY Mellon hereunder with respect to the Account may
contain values of, and pricing information in relation to, Securities held pursuant to this Agreement, BNY Mellon does not undertake
any duty or responsibility under this Agreement to report such values or pricing information.



		(c)	Certain Market Data may be the intellectual property of Market Data Providers, which impose additional
terms and conditions upon Customer or its designee’s use of such Market Data. Such additional terms and conditions can be
found on the Data Terms Website. Customer agrees to those terms and conditions as they are posted on the Data Terms Website from
time to time.


 





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		10.	DISCLOSURES



		10.1	Required Disclosure



		(a)	With respect to Securities that are registered under the U.S. Securities Exchange Act of 1934,
as amended, or that are issued by an issuer registered under the U.S. Shareholder Communications Act of 1985 (the “Act”)
requires BNY Mellon to disclose to issuers of such Securities, upon their request, the name, address and securities position of
BNY Mellon’s clients who are “beneficial owners” (as defined in the Act) of the issuer’s Securities, unless
the beneficial owner objects to such disclosure. The Act defines a “beneficial owner” as any person who has or shares
the power to vote a security (pursuant to an agreement or otherwise) or who directs the voting of a security. Customer has designated
on the signature page hereof whether (i) as beneficial owner, it objects to the disclosure of its name, address and securities
position to any U.S. issuer that requests such information pursuant to the Act for the specific purpose of direct communications
between such issuer and Customer or (ii) it requires BNY Mellon to contact the relevant investment manager with respect to
relevant Securities to make the decision as to whether it objects to the disclosure of the beneficial owner’s name, address
and securities position to any U.S. issuer that requests such information pursuant to the Act.



		(b)	With respect to certain Securities issued outside the United States, BNY Mellon may disclose information
to issuers of Securities as required by the organizational documents of the relevant issuer or in accordance with local market
practice.



		(c)	In connection with any disclosure contemplated by this Section 10, Customer agrees to supply
BNY Mellon with any required information.



		10.2	Foreign Exchange Transactions


 


In connection with this Agreement,
Customer may enter into foreign exchange transactions (including foreign exchange hedging transactions) with BNY Mellon or a BNY
Mellon Affiliate acting as a principal or otherwise through customary channels. Customer may issue standing Instructions with respect
to any such foreign exchange transactions, subject to any rules or limitations that may apply to any foreign exchange facility
made available to Customer. With respect to any such foreign exchange transactions, BNY Mellon or such BNY Mellon Affiliate is
acting as a principal counterparty on its own behalf and is not acting as a fiduciary or agent for, or on behalf of, Customer,
an investment manager or any Account. Any such foreign exchange transactions will be governed by the relevant master netting agreement
(e.g., an ISDA Master Agreement) in place between Customer and BNY Mellon or such BNY Mellon Affiliate, and such transactions will
be secured by the Account and the Assets therein pursuant to Section 8.4 and subject to the setoff provisions of Section 8.5.


		10.3	Investment of Cash


 


In connection with this Agreement,
Customer may issue standing Instructions to invest Cash in one or more sweep investment vehicles. Such investment vehicles may
be offered by a BNY Mellon Affiliate or by a client of BNY Mellon, and BNY Mellon may receive compensation therefrom. By making
investment vehicles available, BNY Mellon and its Affiliates will not be deemed to have recommended, endorsed or guaranteed any
such investment vehicle in any way or otherwise to have acted as a fiduciary or agent for, or on behalf of, Customer, its investment
manager or any Account. BNY Mellon will have no liability for any loss incurred on any such investments. Customer understands that
Cash may be uninvested if it is received or reconciled to an Account after the applicable deadline to be swept into Customer’s
selected investment vehicle.

 





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		11.	REGULATORY MATTERS



		11.1	USA PATRIOT Act


 


Section 326 of the U.S. Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (including its
implementing regulations) requires BNY Mellon to implement a customer identification program pursuant to which BNY Mellon must
obtain certain information from USCF and Customer in order to verify USCF’s and Customer’s identity prior to establishing
an Account. Accordingly, prior to establishing an Account, USCF and Customer will be required to provide BNY Mellon with certain
information, including USCF’s and Customer’s name, physical address, tax identification number and other pertinent
identifying information, to enable BNY Mellon to verify USCF’s and Customer’s identity. USCF and Customer each acknowledges
that BNY Mellon cannot establish an Account unless and until BNY Mellon has successfully performed such verification.


		11.2	Sanctions; Anti-Money Laundering



		(a)	Throughout the term of this Agreement, Customer or USCF, directly or indirectly through an agent
or authorized participant: (i) will have in place and will implement policies and procedures designed to prevent violations
of Sanctions, including measures to accomplish effective and timely scanning of all relevant data with respect to its clients (to
the extent the Assets are client assets) and with respect to incoming or outgoing assets or transactions relating to this Agreement;
(ii) will ensure that neither Customer nor any of the directors, officers, employees or clients (to the extent the Assets
are client assets) is an individual or entity that is, or is owned or controlled by an individual or entity that is: (A) the
target of Sanctions or (B) located, organized or resident in a country or territory that is, or whose government is, the target
of Sanctions and (iii) will not, directly or indirectly, use the Account in any manner that would result in a violation by
Customer or BNY Mellon of Sanctions, in each case, to the extent required by the laws, rules and regulations, including, without
limitation, the Anti-Money Laundering Laws, applicable to USCF or Customer or any such third-party agent or authorized participant
or as otherwise required in any agreement with such third-party agent or such authorized participant.



		(b)	Customer acknowledges and agrees that, in connection with the services provided by BNY Mellon under
this Agreement, each of Customer’s authorized participants is not a customer or joint customer with BNY Mellon. Customer
(and not BNY Mellon) has the responsibility to, and will, fulfill any compliance requirement or obligation with respect to each
of its authorized participants under all Anti-Money Laundering Laws. Without limiting any obligation imposed on Customer by Anti-Money
Laundering Laws, throughout the term of this Agreement, Customer or USCF, directly or indirectly through a third-party agent or
authorized participant, will maintain a compliance program with respect to its customers and investors that includes the following:
(i) a know-your-customer program in order to understand and verify the identity of each authorized participant, in accordance with
the requirements of the Bank Secrecy Act and the relevant regulations thereunder, (ii) a transaction surveillance and monitoring
program, and (iii) a policy for identifying and reporting any suspicious transactions and/or activities with respect to each authorized
participant to the appropriate law enforcement and regulatory authorities and to BNY Mellon where related to the services provided
by BNY Mellon hereunder, in each case, to the extent required by the laws, rules and regulations, including, without limitation,
the Anti-Money Laundering Laws, applicable to USCF or Customer or any such third-party agent or authorized participant or as otherwise
required in any agreement with such third-party agent or such authorized participant.


 





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		(c)	Customer will promptly provide to BNY Mellon such information as BNY Mellon reasonably requests
in connection with the matters referenced in this Section 11.2, including information regarding (i) the Accounts, (ii) the
Assets and the source thereof, (iii) the identity of any individual or entity having or claiming an interest therein, and (iv)
USCF’s or Customer’s compliance programs, which includes policies and procedures reasonably designed to address anti-money
laundering and Sanctions compliance to the extent required by applicable law, rule or regulation, and any related records and/or
transaction information, including with respect to any investor, regardless of whether such request is made under USA PATRIOT Act
Section 314(b) (where applicable). Customer will cooperate with BNY Mellon and provide assistance reasonably requested by BNY Mellon
in connection with any anti-money laundering and terrorist financing or Sanctions inquiries, including providing reasonable assistance
with any BNY Mellon inquiry regarding matters referenced in this Section 11.2. and the sharing of information reasonably requested
in connection herewith. 



		(d)	BNY Mellon may decline to act or provide services in respect of any Account, and take such other
actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 11.2.
If BNY Mellon declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable
law or official request, BNY Mellon will inform Customer as soon as reasonably practicable.



		12.	COMPENSATION



		12.1	Fees and Expenses


 


In consideration
of BNY Mellon’s services provided hereunder, USCF will, for and on behalf of each Customer, (a) pay to BNY Mellon the
fees set forth in the agreed upon fee schedule (as such fee schedule may be amended by BNY Mellon from time to time upon thirty
(30) days’ prior written notice to USCF and Customer and upon USCF’s and Customer’s consent) and (b) reimburse
BNY Mellon for any out-of-pocket and incidental expenses incurred by BNY Mellon in connection therewith. Unless otherwise agreed
by the Parties, such amounts will be payable to BNY Mellon within thirty (30) days of USCF’s and/or Customer’s receipt
of the relevant invoice. Without limiting BNY Mellon’s other rights set forth in this Agreement, BNY Mellon may charge interest
on overdue amounts at a rate then charged by BNY Mellon to its institutional custody clients in the relevant currency.

 





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		12.2	Other Compensation



		(a)	Customer acknowledges that, as part of BNY Mellon’s compensation, BNY Mellon will earn interest
on Cash balances held by BNY Mellon (including disbursement balances, balances arising from purchase and sale transactions and
when Cash otherwise remains uninvested) as provided in BNY Mellon’s compensation disclosures.



		(b)	Where a processing error has occurred under this Agreement that results in an unintended gain,
provided that Customer is put in the same or equivalent position as it would have been in had such processing error not occurred,
any such gain will be solely for the account of BNY Mellon without any duty to report such gain to the Customer. Where a processing
error has occurred under this Agreement that results in a loss, the Customer will be put in the same or equivalent position as
it would have been in had such processing error not occurred.



		13.	REPRESENTATIONS, WARRANTIES AND COVENANTS



		13.1	BNY Mellon


 


BNY Mellon represents
and warrants that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it
has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement
and (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement.


		13.2	USCF and Customer



		(a)	Each of USCF, each Trust and each Limited Partnership represents and warrants that: (i) it
is duly organized, validly existing and in good standing in its jurisdiction of organization; (ii) it has the requisite corporate
power and authority to enter into and to carry out the transactions contemplated by this Agreement and (iii) the individual
executing this Agreement on its behalf has the requisite authority to bind Customer to this Agreement.



		(b)	Each of USCF, each Trust and each Limited Partnership represents and warrants that all actions
taken, or to be taken, by or on behalf of Customer in connection with establishing, maintaining, operating or terminating Customer
(including, any offer, sale or distribution of the shares of, or interest in, Customer) shall be done in compliance with all applicable
U.S. state and federal securities laws and regulations and all other applicable laws and regulations of all applicable jurisdictions.



		(c)	USCF acknowledges, agrees and covenants that, notwithstanding references to USCF included in this
Agreement, the services contemplated by this Agreement are being provided to the Customers; provided, however, that USCF may issue
Instructions in connection with the services for and on behalf of the Customers.


 





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		14.	LIABILITY



		14.1	Standard of Care


 


In performing its duties under
this Agreement, BNY Mellon will exercise the standard of care and diligence that a professional custodian would in good faith observe
in these affairs taking into account the prevailing rules, practices, procedures and circumstances in the relevant market (“Standard
of Care”). For the avoidance of doubt, any action, or inaction, on the part of BNY Mellon that constitutes negligence,
bad faith, or willful misconduct shall be deemed a failure by BNY Mellon to perform its obligations under this Agreement in accordance
with the Standard of Care.


		14.2	Limitation of Liability



		(a)	BNY Mellon’s liability arising out of or relating to this Agreement will be limited solely
to those direct damages that are caused by BNY Mellon’s failure to perform its obligations under this Agreement in accordance
with the Standard of Care. In no event will BNY Mellon be liable for any indirect, incidental, consequential, exemplary, punitive
or special losses or damages, or for any loss of revenues, profits or business opportunity, arising out of or relating to this
Agreement (whether or not foreseeable and even if BNY Mellon has been advised of the possibility of such losses or damages).



		(b)	Notwithstanding anything to the contrary set forth in this Agreement, in no event will BNY Mellon
be liable for any losses or damages arising out of any of the following:



		(i)	Customer’s or an Authorized Person’s decision to invest in or hold Assets in any particular
country, including any losses or damages arising out of or relating to: (A) the financial infrastructure of a country; (B) a
country’s prevailing custody and settlement practices; (C) nationalization, expropriation or other governmental actions;
(D) a country’s regulation of the banking or securities industry; (E) currency and exchange controls, restrictions,
devaluations, redenominations, fluctuations or asset freezes; (F) laws, rules, regulations or orders that at any time prohibit
or impose burdens or costs on the transfer of Assets to, by or for the account of Customer or (G) market conditions which
affect the orderly execution of securities transactions or affect the value of securities;



		(ii)	BNY Mellon’s reliance on Instructions;



		(iii)	BNY Mellon’s receipt or acceptance of fraudulent, forged or invalid Securities (or Securities
which are otherwise not freely transferable or deliverable without encumbrance in any relevant market);


 





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		(iv)	For any matter with respect to which BNY Mellon is required to act only upon the receipt of Instructions,
(A) BNY Mellon’s failure to act in the absence of such Instructions or (B) Instructions that are late or incomplete
or do not otherwise satisfy the requirements of Section 3.2(e), whether or not BNY Mellon acted upon such Instructions;



		(v)	BNY Mellon receiving or transmitting any data to or from USCF, a Customer or any Authorized Person
via any non-secure method of transmission or communication selected by Customer;



		(vi)	Customer’s, USCF’s or an Authorized Person’s decision to invest in Securities
or to hold Cash in any currency; or



		(vii)	The insolvency of any Person, including a Subcustodian that is not a BNY Mellon Affiliate, Depository,
broker, bank or counterparty to the settlement of a transaction or to a foreign exchange transaction, except as provided in Section 4.2.



		(c)	If BNY Mellon is in doubt as to any action it should or should not take, either pursuant to, or
in the absence of, Instructions, BNY Mellon may obtain the advice of either reputable counsel of its own choosing or counsel to
USCF, the and Customer, and BNY Mellon will not be liable for acting in accordance with such advice.



		14.3	Force Majeure


 


BNY Mellon will
not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement to the extent
caused, directly or indirectly, by any event beyond its reasonable control, including acts of God, strikes or other labor disputes,
work stoppages, acts of war, terrorism, general civil unrest, governmental or military actions, legal constraint or the interruption,
loss or malfunction of utilities or communications or computer systems. BNY Mellon will promptly notify Customer upon the occurrence
of any such event and will use commercially reasonable efforts to minimize its effect.


		14.4	Indemnification


 


USCF jointly with the applicable
Customer shall indemnify and hold harmless BNY Mellon from and against all losses, costs, expenses, damages and liabilities (including
reasonable counsel fees and expenses) incurred by BNY Mellon, and will defend BNY Mellon against any third party claim, in each
case arising out of or relating to BNY Mellon’s performance under this Agreement, except to the extent resulting from BNY
Mellon’s failure to perform its obligations under this Agreement in accordance with the Standard of Care. The Parties agree
that the foregoing will include reasonable counsel fees and expenses incurred by BNY Mellon in its successful defense of claims
that are asserted by USCF and/or Customer against BNY Mellon arising out of or relating to BNY Mellon’s performance under
this Agreement. Any obligations of USCF or the applicable Customer under this Section 14.4 with respect to USCF and such Customer
will not be satisfied out of the assets of another Customer.

 





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		15.	CONFIDENTIALITY



		15.1	Confidentiality Obligations


 


Each Party agrees to use the Confidential
Information of the other Party solely to accomplish the purposes of this Agreement and, except in connection with such purposes
or as otherwise permitted herein, not to disclose such information to any other Person without the prior written consent of the
other Party. Notwithstanding the foregoing, BNY Mellon may: (a) use Customer’s Confidential Information in connection
with certain functions performed on a centralized basis by BNY Mellon, its Affiliates and joint ventures and their service providers
(including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, compilation
and analysis of Customer-related data and storage); (b) disclose such information to its Affiliates and to joint ventures
and its and their service providers who are subject to confidentiality obligations comparable to those to which each Party is subject
pursuant to this Agreement and (c) store the names and business contact information of Customer’s employees and representatives
relating to this Agreement on the systems or in the records of its Affiliates and joint ventures and its and their service providers.
In addition, BNY Mellon may aggregate information regarding Customer and the Accounts on an anonymized basis with other similar
client data for BNY Mellon’s and its Affiliates’ reporting, research, product development and distribution and marketing
purposes.


		15.2	Exceptions


 


The Parties’ respective obligations
under Section 15.1 will not apply to any such information: (a) that is, as of the time of its disclosure or thereafter
becomes, part of the public domain through a source other than the receiving Party; (b) that was known to the receiving Party
as of the time of its disclosure and was not otherwise subject to confidentiality obligations; (c) that is independently developed
by the receiving Party without reference to such information; (d) that is subsequently learned from a third party not known
to be under a confidentiality obligation to the disclosing Party or (e) that is required to be disclosed pursuant to applicable
law, rule, regulation, requirement of any law enforcement agency, court order or other legal process or at the request of a regulatory
authority.


		16.	TERM AND TERMINATION



		16.1	Term


 


The term of this
Agreement will commence on the Effective Date and will continue in effect until terminated in accordance with the provisions herein.


		16.2	Termination


 


Each Party may terminate this Agreement
by giving to the counter-Party a notice in writing specifying the date of such termination, which will be not less than ninety
(90) days after the date of such notice.

 





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		16.3	Effect of Termination


 


Upon termination hereof, USCF,
for and on behalf of Customer, will pay to BNY Mellon such compensation as may be due to BNY Mellon, and will reimburse BNY Mellon
for other amounts payable or reimbursable to BNY Mellon hereunder, through the date of termination. Upon termination hereof, the
Customer, shall also provide reasonable instructions to BNY Mellon concerning the transfer of custody of records, Assets and other
items to a successor custodian, and BNY Mellon will follow such reasonable Instructions as Customer, issues; provided that (a) BNY
Mellon will have no responsibility or liability for shipping and insurance costs associated therewith and (b) full payment
has been made to BNY Mellon of its compensation, costs, expenses and other amounts to which it is entitled hereunder. In the event
that Customer fails to give instructions to BNY Mellon concerning the transfer of Assets to a successor custodian and Assets remain
in any Account after the date of termination hereof, BNY Mellon shall be entitled to reasonable compensation for such custody services
for such period as BNY Mellon retains possession of such Assets and continues to provide such custody services, and the provisions
of this Agreement relating to the duties and obligations of BNY Mellon, USCF and Customer shall remain in full force and effect.


		16.4	Survival


 


Any and all provisions of this
Agreement which by their nature or effect are required or intended to be observed, kept or performed after the expiration or termination
of this Agreement will survive the expiration or any termination of this Agreement and remain binding upon and for the Parties’
benefit, including Section 12.2 (Representations, Warranties and Covenants); Section 14 (Liability); Section 15
(Confidentiality); Section 16.3 (Effect of Termination); Section 0 (Survival) and Section 17.4 (Governing Law/Forum).


		17.	GENERAL



		17.1	Non-Custody Assets


 


At Customer’s request pursuant
to Instructions, subject to BNY Mellon’s approval and as an accommodation to Customer, BNY Mellon will provide consolidated
recordkeeping services reflecting on statements provided to Customer securities and other assets not held by BNY Mellon (“Non-Custody
Assets”). Non-Custody Assets will be designated on BNY Mellon’s books as “assets not held in custody”
or by other similar designation and will not constitute Assets for purposes of this Agreement. Customer acknowledges and agrees
that, notwithstanding anything contained elsewhere in this Agreement, (a) Customer will have no security entitlement against
BNY Mellon with respect to Non-Custody Assets; (b) BNY Mellon will rely, without independent verification, on information
provided by Customer or its designee regarding Non-Custody Assets (including positions and market valuations) and (c) BNY
Mellon will have no responsibility whatsoever with respect to Non-Custody Assets or the accuracy of any information maintained
on BNY Mellon’s books or set forth on account statements concerning Non-Custody Assets.

 





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		17.2	Assignment


 


No Party may,
without the other Party’s prior written consent, assign any of its rights or delegate any of its duties under this Agreement
(whether by change of control, operation of law or otherwise); provided, however that BNY Mellon may, without the prior written
consent of USCF and Customer, assign this Agreement or any of its rights, or delegate any of its duties hereunder: (a) to
any BNY Mellon Affiliate or (b) to any successor to the business of BNY Mellon to which this Agreement relates, in which event
BNY Mellon agrees to provide notice of such successor to USCF and Customer; provided further that any entity to which this Agreement
is assigned by BNY Mellon without the prior written consent of USCF and Customer pursuant to a foregoing item (a) or (b) will satisfy
the requirements for serving as a custodian for a registered investment company. Any purported assignment or delegation by a Party
in violation of this provision will be voidable at the option of the other Party. This Agreement will be binding upon, and inure
to the benefit of, the Parties and their respective permitted successors and assigns.


		17.3	Amendment


 


This Agreement may be amended or
modified only in a written agreement signed by an authorized representative of each Party. For purposes of the foregoing, email
exchanges between the Parties will not be deemed to constitute a written agreement.


		17.4	Governing Law/Forum



		(a)	The substantive laws of the state of New York (without regard to its conflicts of law provisions)
will govern all matters arising out of or relating to this Agreement, including the establishment and maintenance of the Account
and for purposes of the Uniform Commercial Code and all issues specified in Article 2(1) of the Hague Securities Convention, except
to the extent such laws are inconsistent with federal securities laws, in which case such federal securities laws shall govern.



		(b)	Each Party irrevocably agrees that all legal actions or proceedings brought by it against the other
Party arising out of or relating to this Agreement will be brought solely and exclusively before the state or federal courts situated
in New York. Each Party irrevocably submits to personal jurisdiction in such courts and waives any objection which it may now or
hereafter have based on improper venue or forum non conveniens. The Parties hereby unconditionally waive, to the fullest
extent permitted by applicable law, any right to a jury trial with respect to any such actions or proceedings.



		17.5	Non-Fiduciary Status


 


Customer hereby acknowledges and
agrees that BNY Mellon is not a fiduciary by virtue of accepting and carrying out its obligations under this Agreement and has
not accepted any fiduciary duties, responsibilities or liabilities with respect to its services hereunder, including with respect
to the management, investment advisory or sub-advisory functions of Customer.

 





    	 	22	 



     


    

 


		17.6	Notices


 


Other than routine communications
in the ordinary course of providing or receiving services hereunder (including Instructions), notices given hereunder will be:
(a) addressed to BNY Mellon, USCF or Customer at the address set forth on the signature page (or such other address as either
Party may designate in writing to the other Party) and (b) sent by hand delivery, by certified mail, return receipt requested,
or by overnight delivery service, in each case with postage or charges prepaid. All notices given in accordance with this Section
will be effective upon receipt.


		17.7	Entire Agreement


 


This Agreement constitutes the
sole and entire agreement among the Parties with respect to the matters dealt with herein, and merges, integrates and supersedes
all prior and contemporaneous discussions, agreements and understandings between the Parties, whether oral or written, with respect
to such matters.


		17.8	No Third Party Beneficiaries


 


This Agreement is entered into
solely between, and may be enforced only by, the Parties. Each Party intends that this Agreement will not, and no provision of
this Agreement will be interpreted to, benefit, or create any right or cause of action in or on behalf of, any party or entity
other than the Parties.


		17.9	Counterparts/Facsimile


 


This Agreement may be executed
in any number of counterparts, each of which will be deemed an original, and said counterparts when taken together will constitute
one and the same instrument and may be sufficiently evidenced by one set of counterparts. This Agreement may also be executed and
delivered by facsimile or email with confirmation of delivery and/or receipt.


		17.10	Interpretation


 


The terms and conditions of this
Agreement are the result of negotiations between the Parties. The Parties intend that this Agreement will not be construed in favor
of or against a Party by reason of the extent to which such Party or its professional advisors participated in the preparation
or drafting of this Agreement.


		17.11	No Waiver


 


No failure or delay by a Party
to exercise any right, remedy or power it has under this Agreement will impair or be construed as a waiver of such right, remedy
or power. A waiver by a Party of any provision or any breach of any provision will not be construed to be a waiver by such Party
of such provision in any other instance or any succeeding breach of such provision or a breach of any other provision. All waivers
will be in writing and signed by an authorized representative of the waiving Party.

 





    	 	23	 



     


    

 


		17.12	Headings


 


All section and subsection headings
in this Agreement are included for convenience of reference only and will not be considered in the interpretation of the scope
or intent of any provision of this Agreement.


		17.13	Severability


 


If a court of competent jurisdiction
determines that any provision of this Agreement is illegal or invalid for any reason, such illegality or invalidity will not affect
the validity of the remainder of this Agreement. In such case, the Parties will negotiate in good faith to replace each illegal
or invalid provision with a valid, legal and enforceable provision that fulfills as closely as possible the original intent of
the Parties.


 


 


[Signature Page Follows]


 



    	 	24	 



     


    
 


IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the Effective Date.


	
        THE BANK OF NEW YORK MELLON

        By:_______________________________

        Name:

        Title:

         

         

        Date:

         
	
        UNITED STATES COMMODITY FUNDS,
        LLC

         

        By:___________________________________

        Name: John P. Love

        Title: President an CEO

        Date:

        UNITED STATES COMMODITY FUNDS,
        LLC, as sponsor on behalf of the United States Commodity Index Funds Trust and each series thereof 

         

         

        By:___________________________________

        Name: John P. Love

        Title: President and CEO

        Date:

        UNITED STATES COMMODITY FUNDS,
        LLC, as general partner on behalf of each of the United States Oil Fund, LP; the United States Natural Gas Fund, LP, the United
        States 12 Month Oil Fund, LP, the United States 12 Month Natural Gas Fund, LP, the United States Brent Oil Fund, LP, the United
        States Gasoline Fund, LP

         

         

        By:___________________________________

        Name: John P. Love

        Title: President and CEO

        Date:



 






    	 	25	 



     


    

 


	Address for Notice:	Address for Notice:
	
        THE BANK OF NEW YORK MELLON

        ______________________________

        ______________________________

        Attention: _____________________
	
        UNITED STATES COMMODITY FUNDS, LLC

        1850 Mt. Diablo Blvd., Suite 640

Walnut Creek, CA 94596

Attention: John P. Love, President and CEO

         

         

        With a copy to: 

        Daphne G. Frydman, General Counsel

	 	 	 


 


 


 


	
        Pursuant to Section 10.1(a):

        ☐   as
        beneficial owner, Customer objects to disclosure

        ☐   as
        beneficial owner, Customer does not object to disclosure

        ☒   Custodian
        will contact THE RELEVANT investment manager with respect to relevant Securities
        to make the decision whether it objects to disclosure

         

        IF NO BOX IS CHECKED, BNY MELLON WILL RELEASE SUCH
        INFORMATION UNTIL IT RECEIVES A CONTRARY INSTRUCTION FROM CUSTOMER.



 


BNY Mellon 40 Act ETF Custody (revised 04.09-19)


 






    	 	26	 



     


    

APPENDIX I 


 


United States Oil Fund, LP


United States Natural Gas Fund, LP


United States 12 Month Oil Fund, LP


United States 12 Month Natural Gas Fund, LP


United States Brent Oil Fund, LP


United States Gasoline Fund, LP


United States Commodity Index Funds Trust and
each series thereof including the United States Commodity Index Fund and the United States Copper Index Fund


 






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