What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-03-13 · 74 added, 78 removed, 376 unchanged (29% of the section changed)

17 unchanged sentences

Principals and Key Personnel of USCF.

The Trust has no executive officers.

Pursuant to the terms of the LP Agreement, the Trust's affairs are managed by USCF.

USCI has no executive officers.

Pursuant to the terms of the Trust Agreement, USCI's affairs are managed by USCF.

The following principals of USCF serve in the below mentioned capacities:

Management Director, Vice President

Andrew F Ngim

Chief Operating Officer, Management Director and Portfolio Manager

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Portfolio Manager

Chief Investment Officer, Portfolio Manager

Chief Investment Officer

Independent Director

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In addition, he has been the portfolio manager of:

(1) DNO since September 2009, (2) USO and USL since March 2010, (3) BNO since June 2010, (4) UNG since May 2015, and (4) USOU and USOD from July 2017 to December 2019.

Allen also has served as the portfolio manager of (1) the USCF Commodity Strategy Fund, a series of USCF Mutual Funds Trust, since October 2017, and (2) the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, since May 2018.

(1) DNO since September 2009, (2) USO and USL since March 2010, (3) BNO since June 2010, (4) UNG since May 2015, (4) USOU and USOD from July 2017 to December 2019, and (5) the USCF Commodity Strategy Fund, a series of USCF Mutual Funds Trust, from October 2017 to March 2019.

Allen also has served as the portfolio manager of the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, since May 2018.

Allen has been a principal of USCF listed with the CFTC and NFA since March 2009 and has been registered as an associated person of USCF since July 2015 and from March 2008 to November 2012.

5 unchanged sentences

in Economics from the University of California at Berkeley and holds an NFA Series 3 registration.

Baum , 49, has served as a Portfolio Manager of USCF since March 2016 and as the Chief Investment Officer of USCF since September 1, 2016.

Baum , 50, has served as the Chief Investment Officer of USCF since September 1, 2016 and as a Portfolio Manager of USCF from March 2016 to April 2017.

Prior to joining USCF, Mr.

9 unchanged sentences

in Finance from Texas Tech University and holds an NFA Series 3 registration.

Crumbaugh , 56, Chief Financial Officer, Secretary and Treasurer of USCF since May 2015 and also the Chief Financial Officer of Concierge Technologies, Inc., the parent of Wainwright Holdings, Inc.

Crumbaugh , 57, Chief Financial Officer, Secretary and Treasurer of USCF since May 2015 and also the Chief Financial Officer of Concierge Technologies, Inc.

("Concierge"), the parent of Wainwright Holdings, Inc.

(“Wainwright”) since December 2017.

He is also the Treasurer and a member of the Board of Directors of Marygold & Co., a subsidiary of Concierge, since November 2019.

In addition, Mr.

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(“Concierge”), which is a company publicly traded under the ticker symbol “CNCG.” Concierge is the sole shareholder of Wainwright.

He is also the CEO and a member of the Board of Directors of Marygold & Co., a subsidiary of Concierge, since November 2019.

Gerber also is the President and a director of Wainwright, a position he has held since March of 2004.

9 unchanged sentences

Gerber served as the President and Chief Executive Officer of USCF ETF Trust from June 2014 until December 2015.

In the above roles, Mr.

Gerber has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants, transfer agents, and distributors.

Gerber has been a principal of USCF listed with the CFTC and NFA since November 2005, an NFA associate member and associated person of USCF since December 2005 and a Branch Manager of USCF since May 2009.

3 unchanged sentences

Love , 49, President and Chief Executive Officer of USCF since May 15, 2015, Management Director of USCF since October 2016 and Chairman of the Board of Directors of USCF since October 2019.

Love also is a director of Wainwright, a position he has held since December 2016.

Love previously served as a Senior Portfolio Manager for the Related Public Funds from March 2010 through May 15, 2015.

2 unchanged sentences

Love has been the portfolio manager of UNG since April 2007, and the portfolio manager of UGA, UHN, and UNL since March 2010.

USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm.

Love has served as on the Board of Managers of USCF Advisers since November 2016 and as its President since June 18, 2015.

He also acted as co-portfolio manager of the Stock Split Index Fund, a series of the USCF ETF Trust for the period from September 2014 to December 2015, when he was promoted to the position of President and Chief Executive Officer of the USCF ETF Trust.

Since October 2016 to present, he also has served as the President and Chief Executive of the USCF Mutual Funds Trust.

Love also is a director of Wainwright, a position he has held since December 2016.

Love has been a principal of USCF listed with the CFTC and NFA since January 17, 2006.

14 unchanged sentences

from January 2000 to January 2013.

Ngim also served as portfolio manager of (1) the Stock Split Index Fund from September 2014 to October 2017, and (2) the USCF Restaurant Leaders Fund from November 2016 to October 2017, both series of the USCF ETF Trust.

Ngim also serves as the portfolio manager for three funds that are series of the USCF ETF Trust:

(1) USCF SummerHaven SHPEI Index Fund from December 2017 to present, (2) USCF SummerHaven SHPEN Index Fund also from December 2017 to present, and (3) USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund from May 2018 to present.

Ngim also served as portfolio manager of (a) the following series of the USCF ETF Trust:

(1) the Stock Split Index Fund from September 2014 to October 2017, (2) the USCF Restaurant Leaders Fund from November 2016 to October 2017, (3) USCF SummerHaven SHPEI Index Fund from December 2017 to October 2020, (4) USCF SummerHaven SHPEN Index Fund from December 2017 to April 2020, and (b) a series of USCF Mutual Funds Trust, the USCF Commodity Strategy Fund, from March 2017 to March 2019.

Ngim also serves as the portfolio manager for the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, from May 2018 to present.

Ngim serves as a Management Trustee of:

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In addition, Wainwright is a Principal because it is the sole member of USCF.

None of the Principals owns or has any other beneficial interest in USCIFT.

Andrew F Ngim and Ray W.

Allen make trading and investment decisions for USCIFT.

Andrew F Ngim and Ray W.

Allen execute trades on behalf of USCIFT.

None of the Principals owns or has any other beneficial interest in USCI.

Allen and Andrew F.

Ngim make trading and investment decisions for USCI.

Allen, Andrew F.

Ngim and Kevin Sheehan execute trades on behalf of USCI.

In addition, Nicholas D.

3 unchanged sentences

Allen, Kevin A.

Baum, Kathryn Rooney, Maya Lowry, and Ryan Katz are registered with the CFTC as Associated Persons of USCF and are NFA Associate Members.

Love and Ray W.

Baum, Kevin Sheehan, Kathryn Rooney, Maya Lowry, and Ryan Katz are registered with the CFTC as Associated Persons of USCF and are NFA Associate Members.

Love, Kevin A.

Baum, Kevin Sheehan and Ray W.

Allen are also registered with the CFTC as Swaps Associated Persons.

47 unchanged sentences

Fobes III, and Peter M.

The audit committee is governed by an audit committee charter that is posted on each Trust Series’ website at www.uscfinvestments.com.

Any shareholder of a Trust Series may also obtain a printed copy of the audit committee charter, free of charge, by calling 1-800-920-0259.

The audit committee is governed by an audit committee charter that is posted on USCI’s website at www.uscfinvestments.com.

Any shareholder of USCI may also obtain a printed copy of the audit committee charter, free of charge, by calling 1-800-920-0259.

The Board has determined that each member of the audit committee meets the financial literacy requirements of the NYSE Arca and the audit committee charter.

2 unchanged sentences

Other Committees

Since the individuals who perform work on behalf of each Trust Series are not compensated by such Trust Series, but instead by USCF, none of the Trust Series has a compensation committee.

Similarly, since the directors noted above serve on the Board of USCF, there is no nominating committee of the Board that acts on behalf of any Trust Series.

Since the individuals who perform work on behalf of USCI are not compensated by USCI, but instead by USCF, USCI does not have a compensation committee.

Similarly, since the directors noted above serve on the Board of USCF, there is no nominating committee of the Board that acts on behalf of USCI.

USCF believes that it is necessary for each member of the Board to possess many qualities and skills.

5 unchanged sentences

Corporate Governance Policy

The Board of USCF has adopted a Corporate Governance Policy that applies to each Trust Series and the Related Public Funds.

Each Trust Series has posted the text of the Corporate Governance Policy on its website at www.uscfinvestments.com.

Any shareholder of the Trust Series’ may also obtain a printed copy of the Corporate Governance Policy, free of charge, by calling 1-800-920-0259.

The Board of USCF has adopted a Corporate Governance Policy that applies to USCI and the Related Public Funds.

USCI has posted the text of the Corporate Governance Policy on its website at www.uscfinvestments.com.

Any shareholder of USCI may also obtain a printed copy of the Corporate Governance Policy, free of charge, by calling 1-800-920-0259.

Code of Ethics

USCF has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and also to each Trust Series.

Each Trust Series has posted the text of the Code of Ethics on its website at www.uscfinvestments.com.

Any shareholder of the Trust Series’ may also obtain a printed copy of the Code of Ethics, free of charge, by calling 1-800-920-0259.

Each Trust Series intends to disclose any amendments or waivers to the Code of Ethics applicable to USCF’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on its website.

USCI has posted the text of the Code of Ethics on its website at www.uscfinvestments.com.

Any shareholder of USCI may also obtain a printed copy of the Code of Ethics, free of charge, by calling 1-800-920-0259.

USCI intends to disclose any amendments or waivers to the Code of Ethics applicable to USCF’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on its website.

Executive Sessions of the Non-Management Directors

9 unchanged sentences

The Board’s responsibilities include:

(i) the selection, evaluation, retention and succession of the Chief Executive Officer and the oversight of the selection and performance of other executive officers, (ii) understanding, reviewing and monitoring the implementation of strategic plans, annual operating plans and budgets, (iii) the selection and oversight of each Trust Series’ independent auditors and the oversight of each Trust Series’ financial statements, (iv) advising management on significant issues, (v) the review and approval of significant company actions and certain other matters, (vi) nominating directors and committee members and overseeing effective corporate governance and (vii) the consideration of other constituencies, such as USCF’s and the Trust Series’ customers, employees, suppliers and the communities impacted by each Trust Series.

(i) the selection, evaluation, retention and succession of the Chief Executive Officer and the oversight of the selection and performance of other executive officers, (ii) understanding, reviewing and monitoring the implementation of strategic plans, annual operating plans and budgets, (iii) the selection and oversight of USCI’s independent auditors and the oversight of USCI’s financial statements, (iv) advising management on significant issues, (v) the review and approval of significant company actions and certain other matters, (vi) nominating directors and committee members and overseeing effective corporate governance and (vii) the consideration of other constituencies, such as USCF’s and USCI’s customers, employees, suppliers and the communities impacted by USCI.

The non- management directors have designated Gordon L.

Ellis as the presiding independent director.

Ellis’ role as the presiding independent director includes presiding over each executive session of the non-management directors, facilitating communications by shareholders and employees with the non-management directors and may also include representing the non-management directors with respect to certain matters as to which the views of the non-management directors are sought pursuant to the Trust Series’ Corporate Governance Policy.

The Board believes that Mr.

1 unchanged sentence

Because of his background, he is most capable of effectively leading discussions and execution of new strategic objectives while facilitating information flow between USCF and the full Board, including the independent directors, which is essential to effective governance.

The independent directors of USCF are actively involved in the oversight of USCF and, because of their varied backgrounds, provide different perspectives in connection with the oversight of USCF, the Trust Series’ and the Related Public Funds.

USCF’s independent directors bring expertise from outside USCF and the commodities industry, while Mr.

1 unchanged sentence

Risk Management

The full Board is actively involved in overseeing the management and operation of USCF, including oversight of the risks that face the Trust Series’ and the Related Public Funds.

The full Board is actively involved in overseeing the management and operation of USCF, including oversight of the risks that face USCI and the Related Public Funds.

For example, the Board has adopted an Investment Policy and a Policy for Use of Derivatives.

The policies are intended to ensure that USCF takes prudent and careful action while entering into and managing investments taken by each Trust Series, including Futures Contracts or Other Related Investments such as OTC swap contracts.

Additionally, the policies are intended to provide assurance that there is sufficient flexibility in controlling risks and returns associated with the use of investments by each Trust Series.

The policies, among other things, limit each Trust Series’ ability to have too high of a concentration of its assets in non-exchange traded futures contracts or cleared swap contracts or concentrating its investments in too few counterparties, absent prior approval from the Board.

The policies are intended to ensure that USCF takes prudent and careful action while entering into and managing investments taken by USCI, including Oil Futures Contracts and Other Oil-Related Investments such as OTC swap contracts.

Additionally, the policies are intended to provide assurance that there is sufficient flexibility in controlling risks and returns associated with the use of investments by USCI.

The policies, among other things, limit USCI’s ability to have too high of a concentration of its assets in non-exchange traded futures contracts or cleared swap contracts or concentrating its investments in too few counterparties, absent prior approval from the Board.

Existing counterparties are reviewed periodically by the Board to ensure that they continue to meet the criteria outlined in the policies.

1 unchanged sentence

There are certain risks that may arise as a result of a growth in assets under management.

For example, if position limits are imposed on each Trust Series and the assets under management continue to increase, then a Trust Series may not be able to invest solely in the Applicable Benchmark Futures Contract and may have to invest in OTC swap contracts or Other Related Investments as it seeks to track its benchmark.

Other Futures Contracts in which a Trust Series may invest may not track changes in the Applicable Index.

Other Related Investments, including OTC swap contracts, may also expose each Trust Series to increased counterparty credit risk and may be less liquid and more difficult to value than Futures Contracts.

The Trust Series and the Related Public Funds ameliorate the potential credit, liquidity and valuation risks by fully collateralizing any OTC swap contracts or other investments.

For example, if position limits are imposed on USCI and the assets under management continue to increase, then USCI may not be able to invest solely in the Benchmark Futures Contracts and may have to invest in OTC swap contracts or Other Oil-Related Investments as it seeks to track its benchmark.

Other Futures Contracts in which USCI may invest may not track changes in the price of the Benchmark Futures Contract.

Other Oil-Related Investments, including OTC swap contracts, may also expose USCI to increased counterparty credit risk and may be less liquid and more difficult to value than Futures Contracts.

USCI and the Related Public Funds ameliorate the potential credit, liquidity and valuation risks by fully collateralizing any OTC swap contracts or other investments.

Other Information

In addition to the certifications of the Chief Executive Officer and Chief Financial Officer of USCF filed or furnished with this annual report on Form 10-K regarding the quality of each of the Trust Series’ public disclosure, each Trust Series will submit, within 30 days after filing this annual report on Form 10-K, to the NYSE Arca a certification of the Chief Executive Officer of USCF certifying that he is not aware of any violation by a Trust Series, as applicable, of NYSE Arca corporate governance listing standards.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors and executive officers of USCF and persons who are beneficial owners of at least 10% of a Trust Series’ shares to file with the SEC an Initial Statement of Beneficial Ownership of Securities on Form 3 within 10 calendar days of first becoming a director, executive officer or beneficial owner of at least 10% of a Trust Series’ shares and a Statement of Changes of Beneficial Ownership of Securities on Form 4 within 2 business days of a subsequent acquisition or disposition of shares of a Trust Series.

To each Trust Series’ knowledge, based upon a review of copies of reports furnished to it with respect to the fiscal year ended December 31, 2019 and upon the written representations of the directors and executive officers of USCF, all of such persons have filed all required reports.

In addition to the certifications of the Chief Executive Officer and Chief Financial Officer of USCF filed or furnished with this annual report on Form 10-K regarding the quality of USCI’s public disclosure, USCI will submit, within 30 days after filing this annual report on Form 10-K, to the NYSE Arca a certification of the Chief Executive Officer of USCF certifying that he is not aware of any violation by USCI of NYSE Arca corporate governance listing standards.

Executive Compensation.

19 unchanged sentences

USCF owns 5 shares of USCI and 40 shares of CPER.

In addition, USCF is not aware of any 5% holder of shares of USCI or CPER as of March 3, 2020.

In addition, USCF is not aware of any 5% holder of shares of USCI or CPER as of February 10, 2021.

Certain Relationships and Related Transactions, and Director Independence.

31 unchanged sentences

Description of Document

Certificate of Statutory Trust of the Registrant.

Fourth Amended and Restated Declaration of Trust and Trust Agreement.

Sixth Amended and Restated Limited Liability Company Agreement of the Sponsor.

Certificate of Limited Partnership of the Registrant.

Seventh Amended and Restated Agreement of Limited Partnership.

Sixth Amended and Restated Limited Liability Company Agreement of USCF.

Description of Securities

Form of Authorized Participant Agreement.

Form of Initial Authorized Participant Agreement.

Marketing Agent Agreement.

Amendment Agreement to Marketing Agent Agreement.

Custodian Agreement.

Amendment Agreement to Custodian Agreement.

Administrative Agency Agreement.

Amendment Agreement to Administrative Agency Agreement.

Amendment Agreement to the Marketing Agent Agreement.

Amendment No.

2 to the Marketing Agent Agreement.

Third Amendment Agreement to the Marketing Agent Agreement.

License Agreement between United States Commodity Funds LLC and New York Mercantile Exchange, Inc.

Third Amendment to License Agreement between United States Commodity Funds LLC and New York Mercantile Exchange, Inc.

Custodian Agreement.

Amendment Agreement to the Custodian Agreement.

Amendment No.

2 to the Custodian Agreement.

Administrative Agency Agreement.

Amendment Agreement to the Administrative Agency Agreement.

Amendment No.

2 to the Administrative Agency Agreement.

Amended and Restated Licensing Agreement.

Amended and Restated Advisory Agreement.

Consent of Independent Registered Public Accounting Firm.

9 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase.

(1) Incorporated by reference to the initial Registration Statement on Form S-1 (File No.

333-164024) filed on December 24, 2009.

(2) Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on December 15, 2017.

(3) Incorporated by reference to Amendment No.

5 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-164024) filed on July 23, 2010.

(4) Incorporated by reference to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-170844) filed on August 31, 2011.

(5) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 11, 2016.

(1) Incorporated by reference to Registrant's Registration Statement on Form S-1 (File No.

333-124950) filed on May 16, 2005.

(2) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2009, filed on November 9, 2009.

(3) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2012, filed on August 9, 2012.

(7) Incorporated by reference to Registrant’s Post-Effective Amendment No.

2 to Form S-1 (File No.

333-195018) filed on March 31, 2016.

(8) Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on April 24, 2018.

(4) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 27, 2013.

(5) Incorporated by reference to United States Natural Gas Fund, LP’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2007, filed on June 1, 2007.

(6) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 24, 2011.

(7) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 26, 2016.

(8) Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on December 15, 2017.

(9) Incorporated by reference to Registrant’s Form S-3 (File No.

333-209362), filed on February 3, 2016.

(10) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 13, 2020.

(11) Filed herewith.

4 unchanged sentences

(Principal executive officer)

March 13, 2020

February 26, 2021

/s/ Stuart P.

1 unchanged sentence

(Principal financial and accounting officer)

March 13, 2020

February 26, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities* and on the dates indicated.

1 unchanged sentence

Chief Executive Officer of

March 13, 2020

February 26, 2021

United States Commodity Funds, LLC

2 unchanged sentences

Chief Financial Officer of

March 13, 2020

February 26, 2021

United States Commodity Funds, LLC

2 unchanged sentences

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 9A. Controls and Procedures