What changed in this filing

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Item 1. Business

2021-03-05 compared with 2020-03-20 · 1161 added, 899 removed, 839 unchanged (71% of the section changed)

The United States 12 Month Natural Gas

Fund, LP (“UNL”) is a Delaware limited partnership organized on June 27, 2007.

UNL maintains its main business office

Fund, LP (“UNL”) is a Delaware limited partnership organized on June 27, 2007.

UNL maintains its main business

office at 1850 Mt.

Diablo Boulevard, Suite 640, Walnut Creek, California 94596.

UNL is a commodity pool that issues limited partnership

interests (“shares”) traded on the NYSE Arca, Inc.

(the “NYSE Arca”).

It operates pursuant to the terms

of the Third Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (as amended from time to time,

the “LP Agreement”), which grants full management control to its general partner, United States Commodity Funds LLC

UNL is a commodity pool that issues limited

partnership interests (“shares”) traded on the NYSE Arca, Inc.

(the “NYSE Arca”).

It operates pursuant

to the terms of the Third Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (as amended

from time to time, the “LP Agreement”), which grants full management control to its general partner, United States

Commodity Funds LLC (“USCF”).

The investment objective of UNL is for

the daily changes in percentage terms of its shares’ per share net asset value (“NAV”) to reflect the daily changes

in percentage terms of the spot price of natural gas delivered at the Henry Hub, Louisiana, as measured by the daily changes in

the average of the prices of 12 futures contracts on natural gas traded on the New York Mercantile Exchange (the “NYMEX”),

consisting of the near month contract to expire and the contracts for the following 11 months, for a total of 12 consecutive months’

contracts, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures

contract that is the next month contract to expire and the contracts for the following 11 consecutive months (the “Benchmark

Futures Contracts”), plus interest earned on UNL’s collateral holdings, less UNL’s expenses.

When calculating

the daily movement of the average price of the 12 contracts, each contract month is equally weighted.

UNL’s investment objective

is not for its NAV or market price of shares to equal, in dollar terms, the spot price of natural gas or any particular

futures contract based on natural gas nor is UNL’s investment objective for the percentage change in its NAV to reflect

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

USCF believes that it is not practical

to manage the portfolio to achieve such an investment goal when investing in Futures Contracts (as defined below) and Other Natural

Gas-Related Investments (as defined below).

UNL’s shares began trading on November 18, 2009.

USCF is the general partner

of UNL and is responsible for the management of UNL.

the daily changes in percentage terms of its shares’

per share net asset value (“NAV”) to reflect the daily changes

in percentage terms of the price of natural gas delivered at the Henry Hub, Louisiana, as measured by the daily changes in the

average of the prices of specified short-term futures contracts on natural gas called the “Benchmark Futures Contracts”,

plus interest earned on UNL’s collateral holdings, less UNL’s expenses.

UNL seeks to achieve its investment objective

by investing primarily in futures contracts for natural gas that are traded on the NYMEX, ICE Futures Europe and ICE Futures

(together, “ICE Futures”), or other U.S.

and foreign exchanges (collectively, “Futures Contracts”)

and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other natural gas investments

such as cash-settled options on Futures Contracts, forward contracts for natural gas, cleared swap contracts, and non-exchange

traded (“over-the-counter”

or “OTC”) transactions that are based on the price of natural gas, crude oil

and other petroleum-based fuels, as well as futures contracts for crude oil, heating oil, gasoline, and other petroleum-based fuels,

Futures Contracts and indices based on the foregoing (collectively, “Other Natural Gas-Related Investments”).

conditions that USCF currently anticipates could cause UNL to invest in Other Natural Gas-Related Investments include those allowing

UNL to obtain greater liquidity or to execute transactions with more favorable pricing.

For convenience and unless otherwise specified,

Futures Contracts and Other Natural Gas-Related Investments collectively are referred to as “Natural Gas Interests”

in this annual report on Form 10-K.

In addition, USCF believes that market arbitrage opportunities will cause daily changes in UNL's share price on the NYSE Arca on a percentage

basis to closely track daily changes in UNL's per share NAV on a percentage basis.

USCF further believes that the daily changes in average

of the prices of the Benchmark Futures Contracts have historically closely tracked the daily changes in the spot price of natural gas.

USCF believes that the net effect of these two expected relationships will be that the daily changes in the price of UNL's shares on the

NYSE Arca on a percentage basis will continue to closely track the daily changes in the spot price of natural gas on a percentage basis,

less UNL's expenses.

Specifically, UNL seeks to achieve its

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

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

Futures Contracts over the same period.

Investors should be aware that UNL’s

investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of natural gas or any

particular futures contract based on natural gas nor is UNL’s investment objective for the percentage change in its NAV to

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

USCF believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Futures

Contracts (as defined below) and Other Natural Gas-Related Investments (as defined below).

This is because natural market forces

called contango and backwardation have impacted the total return on an investment in UNL’s shares during the past year relative

to a hypothetical direct investment in natural gas and, in the future, it is likely that the relationship between the market price

of UNL’s shares and changes in the spot prices of natural gas will continue to be so impacted by contango and backwardation.

(It is important to note that the disclosure above ignores the potential costs associated with physically owning and storing natural

gas, which could be substantial.)

UNL’s shares began trading on November 18,

USCF is a single member limited liability

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USCF maintains its main business office at 1850 Mt.

Diablo Boulevard,

Suite 640, Walnut Creek, California 94596.

USCF is a wholly-owned subsidiary of Wainwright Holdings, Inc., a Delaware corporation

(“Wainwright”), which is a wholly owned subsidiary of Concierge Technologies, Inc.

(publicly traded under the ticker

CNCG (“Concierge”).

Gerber (discussed below), along with certain family members and certain other shareholders,

owns the majority of the shares in Concierge.

Wainwright is a holding company that currently holds both USCF, as well as USCF Advisers

LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended.

USCF Advisers LLC serves as the investment

adviser for the USCF SummerHaven SHPEN Index Fund (“BUYN”), the USCF SummerHaven SHPEI Index Fund (“BUY”)

and USCF SummerHaven Dynamic Commodity Index Total Return SM (“SDCI”), each a series of the USCF ETF Trust.

USCF Advisers LLC also served as the investment adviser to the USCF Commodity Strategy Fund, a series of the USCF Mutual Funds

Trust, which liquidated all of its assets and distributed cash pro rata to all remaining shareholders in March 2019.

Boulevard, Suite 640, Walnut Creek, California 94596.

USCF is a wholly-owned subsidiary of Wainwright Holdings, Inc.,

a Delaware corporation (“Wainwright”), which is an intermediate holding company that owns USCF and another advisor

of exchange traded funds.

Wainwright is a wholly owned subsidiary of Concierge Technologies, Inc.

(publicly traded under the

ticker CNCG) (“Concierge”), a publicly traded holding company that owns various financial and non-financial businesses.

Nicholas Gerber (discussed below), along with certain family members and certain other shareholders, owns the majority

of the shares in Concierge.

Wainwright is a holding company that currently holds both USCF, as well as USCF Advisers LLC, an investment

adviser registered under the Investment Advisers Act of 1940, as amended (“USCF Advisers”).

USCF Advisers serves as

the investment adviser for the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”), a series of the

USCF ETF Trust.

and USCF Mutual Funds Trust are registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

Board of Trustees for USCF ETF Trust and USCF Mutual Funds Trust consist of different independent trustees than those independent

USCF Advisers was also the investment adviser for the USCF Commodity Strategy Fund (the “Mutual Fund”),

a series of the USCF Mutual Funds Trust, until March 2019, when the Mutual Fund liquidated all of its assets and distributed

cash pro rata to all remaining shareholders.

It was also the investment adviser for two series of the USCF ETF Trust that liquidated

all of their assets and distributed cash pro rata to all remaining shareholders:

the USCF SummerHaven SHPEI Index Fund (“BUY”),

until October 2020, and the USCF SummerHaven SHPEN Index Fund (“BUYN”), until May 2020.

USCF ETF Trust and

USCF Mutual Funds Trust are registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

of Trustees for the USCF ETF Trust and USCF Mutual Funds Trust consist of different independent trustees than those independent

directors who serve on the Board of Directors of USCF.

USCF is a member of the National Futures Association (the “NFA”)

and registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (the “CFTC”)

USCF is a member of the National Futures Association (the “NFA”)

and registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (the “CFTC”)

on December 1, 2005 and as a swaps firm on August 8, 2013.

USCF serves as general partner of the United

States Oil Fund, LP (“USO”), the United States Natural Gas Fund, LP (“UNG”), the United States 12 Month

Oil Fund, LP (“USL”), the United States Gasoline Fund, LP (“UGA”) and the United States Brent Oil Fund,

USCF previously served as the general partner for the United States Short Oil Fund, LP (“DNO”)

and the United States Diesel-Heating Oil Fund, LP (“UHN”), both of which were liquidated in 2018.

USCF is also the sponsor of the United

States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”), and the USCF Crescent

Crypto Index Fund (“XBET”), each a series of the United States Commodity Index Funds Trust (“USCIFT”).

XBET is currently in registration and has not commenced operations.

USCF previously served as the sponsor for the United States

Agriculture Index Fund (“USAG”), which was liquidated in 2018.

In addition, USCF is the sponsor of the

USCF Funds Trust, a Delaware statutory trust, and each of its series, the United States 3x Oil Fund (“USOU”) and the

United States 3x Short Oil Fund (“USOD”), which listed their shares on the NYSE Arca on July 20, 2017 under the ticker

symbols “USOU” and “USOD”, respectively.

Each of USOU and USOD liquidated all of its assets and distributed

cash pro rata to all remaining shareholders in December 2019.

USO, UNG, UGA, UNL, USL, BNO, USCI and

CPER are referred to collectively herein as the “Related Public Funds.”

USCF serves as the general partner of UNL.

USCF is also the general partner of the

United States Oil Fund, LP (“USO”), the United States Natural Gas Fund, LP (“UNG”), the United States 12

Month Oil Fund, LP (“USL”) and the United States Gasoline Fund, LP (“UGA”), which listed their limited

partnership shares on the American Stock Exchange (the “AMEX”) under the ticker symbols “USO”

2006, “UNG”

on April 18, 2007, “USL”

on December 6, 2007 and “UGA”

on February 26,

2008, respectively.

As a result of the acquisition of the AMEX by NYSE Euronext, each of USO’s, UNG’s, USL’s

and UGA’s shares commenced trading on the NYSE Arca on November 25, 2008.

USCF is also the general partner of the United

States Brent Oil Fund, LP (“BNO”), which listed its limited partnership shares on the NYSE Arca under the ticker symbol

“BNO”

on June 2, 2010.

USCF is also the sponsor of the

United States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”), and the USCF

Crescent Crypto Index Fund (“XBET”), each a series of the United States Commodity Index Funds Trust (“USCIFT”).

USCI and CPER listed their shares on the NYSE Arca under the ticker symbols “USCI”

on August 10, 2010 and “CPER”

on November 15, 2011, respectively.

A registration statement that had been previously

filed for XBET was withdrawn on June 25, 2020.

USO, UNG, UGA, UNL, USL, BNO, USCI and CPER are referred to

collectively herein as the “Related Public Funds.”

The Related Public Funds are subject to

reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

For more information

about each of the Related Public Funds, investors in UNL may call 1-800-920-0259 or visit www.uscfinvestments.com or the website

of the Securities and Exchange Commission (“SEC”) at www.sec.gov.

USCF is required to evaluate the credit

risk of UNL to the futures commission merchant (“FCM”), oversee the purchase and sale of UNL’s shares by certain

authorized purchasers (“Authorized Participants”), review daily positions and margin requirements of UNL and manage

UNL’s investments.

USCF also pays the fees of ALPS Distributors, Inc., (“ALPS Distributors”), which serves as

the marketing agent for UNL (the “Marketing Agent”), and Brown Brothers Harriman & Co.

which serves as the administrator (the “Administrator”) and the custodian (the “Custodian”) for UNL.

Limited partners have no right to elect

USCF as the general partner on an annual or any other continuing basis.

If USCF voluntarily withdraws as general partner, however,

the holders of a majority of UNL’s outstanding shares (excluding for purposes of such determination shares owned, if any,

by the withdrawing USCF and its affiliates) may elect its successor.

of the Securities and Exchange Commission (“SEC”) at www.sec.gov.

USCF is required to evaluate the

credit risk of UNL to the futures commission merchants (“FCMs”), oversee the purchase and sale of UNL's

shares by certain authorized purchasers (“Authorized Participants”), review daily positions and margin

requirements of UNL and manage UNL’s investments.

USCF also pays the fees of ALPS Distributors, Inc.

(“ALPS Distributors”), which serves as the marketing agent for UNL (the “Marketing Agent”), and

The Bank of New York Mellon ("BNY Mellon"), which serves as the administrator (the “Administrator”) and

the custodian (the “Custodian”), and provides accounting and transfer agent services for, UNL since

April 1, 2020.

Brown Brothers Harriman & Co.

("BBH&Co.") served as the administrator and custodian for UNL prior

to BNY Mellon.

Certain fund accounting and fund administration services rendered by BBH&Co.

to UNL and the Related Public

Funds terminated on May 31, 2020 to allow for the transition to BNY Mellon.

The limited partners take no part in the

management or control of, and have a minimal voice in UNL's operations or business.

Limited partners have no right to elect USCF

as the general partner on an annual or any other continuing basis.

If USCF voluntarily withdraws as general partner, however, the

holders of a majority of UNL’s outstanding shares (excluding for purposes of such determination shares owned, if any, by

the withdrawing USCF and its affiliates) may elect its successor.

USCF may not be removed as general partner except upon approval

by the affirmative vote of the holders of at least 66 and 2/3 percent of UNL’s outstanding shares (excluding shares owned,

if any, by USCF and its affiliates), subject to the satisfaction of certain conditions set forth in the LP Agreement.

UNL has no executive officers or employees.

Pursuant to the terms of the LP Agreement, UNL’s affairs are managed by USCF.

The business and affairs of USCF are managed

by a board of directors (the “Board”), which is comprised of four management directors (the “Management Directors”),

each of whom are also executive officers or employees of USCF, and three independent directors who meet the independent director

requirements established by the NYSE Arca Equities Rules and the Sarbanes-Oxley Act of 2002.

The Management Directors have the

authority to manage USCF pursuant to the terms of the Sixth Amended and Restated Limited Liability Company Agreement of USCF, dated

as of May 15, 2015 (as amended from time to time, the “LLC Agreement”).

Through its Management Directors, USCF manages

the day-to-day operations of UNL.

The Board has an audit committee which is made up of the three independent directors (Gordon

The Management Directors have

the authority to manage USCF pursuant to the terms of the Sixth Amended and Restated Limited Liability Company Agreement of USCF,

dated as of May 15, 2015 (as amended from time to time, the “LLC Agreement”).

Through its Management Directors,

USCF manages the day-to-day operations of UNL.

The Board has an audit committee which is made up of the three independent directors

Ellis, Malcolm R.

Fobes III and Peter M.

For additional information relating to the audit committee, please see “Item

Directors, Executive Officers and Corporate Governance – Audit Committee” in this annual report on Form 10-K.

For additional information relating to the audit committee, please

Directors, Executive Officers and Corporate Governance –

Audit Committee ”

in this annual

report on Form 10-K.

UNL has no executive officers or employees.

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

How Does UNL Operate?

An investment in the shares provides a

means for diversifying an investor’s portfolio or hedging exposure to changes in natural gas prices.

An investment in the

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The net assets of UNL consist primarily

of investments in futures contracts for natural gas, crude oil, diesel-heating oil, gasoline, and other petroleum-based fuels that

are traded on the NYMEX, ICE Futures or other U.S.

and foreign exchanges (collectively, “Futures Contracts”) and, to

a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other natural gas-related investments

such as cash-settled options on Futures Contracts, forward contracts for natural gas, cleared swap contracts and non-exchange traded

over-the-counter (“OTC”) transactions that are based on the price of natural gas, oil and other petroleum-based fuels,

Futures Contracts and indices based on the foregoing (collectively, “Other Natural Gas-Related Investments”).

conditions that USCF currently anticipates could cause UNL to invest in Other Natural Gas-Related Investments include those allowing

UNL to obtain greater liquidity or to execute transactions with more favorable pricing.

For convenience and unless otherwise specified,

Futures Contracts and Other Natural Gas-Related Investments collectively are referred to as “Natural Gas Interests”

of investments in Futures Contracts and, to a lesser extent, in order to comply with regulatory requirements or in view of market

conditions, Other Natural Gas-Related Investments.

Market conditions that USCF currently anticipates could cause UNL to invest

in Other Natural Gas-Related Investments include those allowing UNL to obtain greater liquidity or to execute transactions with

more favorable pricing.

For convenience and unless otherwise specified, Futures Contracts and Other Natural Gas-Related Investments

collectively are referred to as “Natural Gas Interests”

in this annual report on Form 10-K.

UNL invests substantially the entire amount of its assets in Futures Contracts while supporting

such investments by holding the amounts of its margin, collateral and other requirements relating to these obligations in short-term

obligations of the United States of two years or less (“Treasuries”), cash and cash equivalents.

The daily holdings

of UNL are available on UNL’s website at www.uscfinvestments.com.

The investment objective of UNL is for

the daily changes in percentage terms of its shares’ per share NAV to reflect the daily changes in percentage terms of the

spot price of natural gas delivered at the Henry Hub, Louisiana, as measured by the daily changes in the average of the prices

of 12 futures contracts on natural gas traded on the NYMEX, as measured by the changes in the average of the prices of the Benchmark

Futures Contracts, plus interest earned on UNL’s collateral holdings, less UNL’s expenses.

When calculating the daily

movement of the average price of the 12 contracts each contract month is equally weighted.

UNL’s investment objective is

not for its NAV or market price of shares to equal, in dollar terms, the spot price of natural gas or any particular futures

contract based on natural gas nor is UNL’s investment objective for the percentage change in its NAV to reflect the

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

may invest in interests other than the Benchmark Futures Contracts to comply with accountability levels and position limits.

a detailed discussion of accountability levels and position limits, see “Item 1.

Business – What are Futures Contracts?”

below in this annual report on Form 10-K.

UNL invests substantially

the entire amount of its assets in Futures Contracts while supporting such investments by holding the amounts of its margin, collateral

and other requirements relating to these obligations in short-term obligations of the United States of two years or less (“Treasuries”),

cash and cash equivalents.

The daily holdings of UNL are available on UNL’s website at www.uscfinvestments.com.

UNL may invest in interests other than

the Benchmark Futures Contracts to comply with accountability levels and position limits.

For a detailed discussion of accountability

levels and position limits, see “Item 1.

Business –

What are Futures Contracts?”

below in this annual

report on Form 10-K.

UNL seeks to achieve its investment objective

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herein), the Benchmark Futures Contracts are the near month contract to expire for natural gas traded on the NYMEX, and the contracts

for the following 11 months, for a total of 12 consecutive months’ contracts, except when the near month contract is within

for the following 11 months, for a total of 12 consecutive months’

contracts, except when the near month contract is within

two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire for

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whose expiration dates are spread out over a 12 month period of time will cause the total return of such a portfolio to vary compared

to a portfolio that holds only a single month’s contract (such as the near month contract).

In particular, USCF believes

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of the near month contract.

For example, in cases in which the near month contract’s price is higher than the price of contracts

that expire later in time (a situation known as “backwardation” in the futures markets), then absent the impact of

For example, in cases in which the near month contract’s price is higher than the price of contracts

that expire later in time (a situation known as “backwardation”

in the futures markets), then absent the impact of

the overall movement in natural gas prices the value of the near month contract would tend to rise as it approaches expiration.

Conversely, in cases in which the near month contract’s price is lower than the price of contracts that expire later in time

(a situation known as “contango” in the futures markets), then absent the impact of the overall movement in natural

Conversely, in cases in which the near month contract’s price is lower than the price of contracts that expire later in time

(a situation known as “contango”

in the futures markets), then absent the impact of the overall movement in natural

gas prices the value of the near month contract would tend to decline as it approaches expiration.

The total return of a portfolio

that owned the near month contract and “rolled” forward each month by selling the near month contract as it approached

that owned the near month contract and “rolled”

forward each month by selling the near month contract as it approached

expiration and purchasing the next month contract to expire would be positively impacted by a backwardation market, and negatively

impacted by a contango market.

Depending on the exact price relationship of the different month’s prices, portfolio expenses,

and the overall movement of natural gas prices, the impact of backwardation and contango could have a major impact on the total

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assurance that such historical relationships would provide the same or similar results in the future.

USCF employs a “neutral” investment

USCF employs a “neutral”

strategy in order to track changes in the average of the prices of the Benchmark Futures Contracts regardless of whether the price

goes up or goes down.

UNL’s “neutral” investment strategy is designed to permit investors generally to purchase

and sell UNL’s shares for the purpose of investing indirectly in natural gas in a cost-effective manner, and/or to permit

UNL’s “neutral”

investment strategy is designed to permit investors generally to purchase

and sell UNL’s shares for the purpose of investing indirectly in natural gas in a cost-effective manner, and/or to permit

participants in the natural gas or other industries to hedge the risk of losses in their natural gas-related transactions.

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In addition, an investment in UNL involves the risk that the daily changes in the average

of the prices of UNL’s shares, in percentage terms, will not accurately track the daily changes in the Benchmark Futures

Contracts, in percentage terms, and that daily changes in the Benchmark Futures Contracts, in percentage terms, will not closely

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during one day each month.

On that day, USCF anticipates it will “roll” UNL’s positions by closing, or selling,

On that day, USCF anticipates it will “roll”

UNL’s positions by closing, or selling,

its natural gas interests and reinvests the proceeds from closing these positions in new natural gas interests.

The anticipated monthly dates on which

UNL will “roll” its positions are posted on UNL’s website at www.uscfinvestments.com, and are subject to change

UNL will “roll”

its positions are posted on UNL’s website at www.uscfinvestments.com, and are subject to change

without notice.

UNL’s total portfolio composition

is disclosed on its website each business day that the NYSE Arca is open for trading.

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and characteristics of such Other Natural Gas Interests, the name and value of each Treasury and cash equivalent, and the amount

of cash held in UNL’s portfolio.

UNL’s website is publicly accessible at no charge.

UNL’s assets used for margin

and collateral are held in segregated accounts pursuant to the Commodity Exchange Act (the “CEA”) and CFTC regulations.

of cash held in UNL’s portfolio.

UNL’s website is publicly accessible at no charge.

UNL’s assets used for margin

and collateral are held in segregated accounts pursuant to the Commodity Exchange Act (the “CEA”) and CFTC regulations.

The shares issued by UNL may only be purchased

by Authorized Participants and only in blocks of 50,000 shares, called “Creation Baskets”.

The amount of the purchase

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Similarly, only Authorized Participants

may redeem shares and only in blocks of 50,000 shares, called “Redemption Baskets”.

The amount of the redemption proceeds

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The NYSE Arca publishes an approximate per share NAV intra-day based on the prior

day’s per share NAV and the current price of the Benchmark Futures Contracts, but the price of Creation Baskets and Redemption

Baskets is determined based on the actual per share NAV calculated at the end of the day.

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Baskets, shares are listed on the NYSE Arca and investors may purchase and sell shares at market prices like any listed security.

What is UNL’s Investment Strategy?

In managing UNL’s assets, USCF does

What is UNL’s Investment Strategy?

In managing UNL’s assets, USCF does

not use a technical trading system that issues buy and sell orders.

USCF instead employs a quantitative methodology whereby each

time a Creation Basket is sold, USCF purchases Natural Gas Interests, such as the Benchmark Futures Contracts, that have an aggregate

market value that approximates the amount of Treasuries and/or cash received upon the issuance of the Creation Basket.

By remaining invested as fully as possible

in Futures Contracts or Other Natural Gas-Related Investments, USCF believes that the daily changes in percentage terms in UNL’s

per share NAV will continue to closely track the daily changes in percentage terms in the average of the prices of the Benchmark

Futures Contracts.

USCF believes that certain arbitrage opportunities result in the price of the shares traded on the NYSE Arca

closely tracking the per share NAV of UNL.

Additionally, Futures Contracts traded on the NYMEX have closely tracked the spot price

of natural gas.

Based on these expected interrelationships, USCF believes that the daily changes in the price of UNL’s shares

traded on the NYSE Arca, on a percentage basis, have closely tracked and will continue to closely track on a daily basis, the daily

changes in the spot price of natural gas, on a percentage basis.

For performance data relating to UNL’s ability to track

its benchmark, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

– Tracking UNL’s Benchmark” in this annual report on Form 10-K.

USCF endeavors to place UNL’s trades

in Futures Contracts and Other Natural Gas-Related Investments and otherwise manage UNL’s investments so that “A”

will be within plus/minus ten percent (10%) of “B,” where:

A is the average daily change in UNL’s per share NAV for any period of 30 successive valuation

time a Creation Basket is sold, USCF purchases Futures Contracts and Other Natural Gas-Related Investments, such as the Benchmark

Futures Contracts, that have an aggregate market value that approximates the amount of Treasuries and/or cash received upon the

issuance of the Creation Basket.

UNL intends to continue to pursue its

investment objective as described above.

By remaining invested as fully as possible in Futures Contracts or Other Natural

Gas-Related Investments, USCF believes that the daily changes in percentage terms of UNL’s NAV will continue to closely

track the daily changes in percentage terms in the average of the prices of the Benchmark Futures Contracts.

USCF believes

that certain arbitrage opportunities result in the price of the shares traded on the NYSE Arca closely tracking the per share

Additionally, Futures Contracts as traded on the NYMEX have closely tracked the spot price of natural gas.

on these expected interrelationships, USCF believes that the daily changes in the price of UNL’s shares traded on the NYSE Arca, on a

percentage basis, have closely tracked and will continue to closely track on a daily basis, the daily changes in the spot

price of natural gas, on a percentage basis.

For performance data relating to UNL’s ability to track its benchmark, see “Item

Management’s Discussion and Analysis of Financial Condition and Results of Operations –

Tracking UNL’s

Benchmark”

in this annual report on Form 10-K.

As a specific benchmark, USCF endeavors

to place UNL’s trades in Natural Gas Interests and otherwise manage UNL’s investments so that “A”

be within plus/minus ten percent (10%) of “B,”

A is the average daily percentage change in UNL’s per share NAV for any period of 30 successive

valuation days;

i.e., any NYSE Arca trading day as of which UNL calculates its per share NAV;

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USCF believes that market arbitrage opportunities

will cause the daily changes in UNL’s share price on the NYSE Arca, on a percentage basis, to closely track the daily changes

in UNL’s per share NAV, on a percentage basis.

will cause the daily changes in UNL’s share price on the NYSE Arca, on a percentage basis, to closely track the daily changes

in UNL’s per share NAV, on a percentage basis.

USCF further believes that the net effect of these two expected relationships

and the relationships described above between UNL’s per share NAV and the Benchmark Futures Contracts will be that the daily

changes in the price of UNL’s shares on the NYSE Arca on a percentage basis will closely track, the changes in the spot price

of a barrel of natural gas on a percentage basis, plus interest earned on UNL’s collateral holdings, less UNL’s expenses.

For performance data relating to UNL’s ability to track its benchmark, see “Item 7.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations – Tracking UNL’s Benchmark” in this annual

and the relationships described above between UNL’s per share NAV and the Benchmark Futures Contracts will be that the daily

changes in the price of UNL’s shares on the NYSE Arca on a percentage basis will closely track, the changes in the spot price

of a barrel of natural gas on a percentage basis, plus interest earned on UNL’s collateral holdings, less UNL’s expenses.

For performance data relating to UNL’s ability to track its benchmark, see “Item 7.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations –

Tracking UNL’s Benchmark”

in this annual

report on Form 10-K.

The specific Futures Contracts purchased

depend on various factors, including a judgment by USCF as to the appropriate diversification of UNL’s investments in futures

depend on various factors, including a judgment by USCF as to the appropriate diversification of UNL’s investments in Futures

Contracts with respect to the month of expiration, and the prevailing price volatility of particular contracts.

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made significant investments in NYMEX Futures Contracts, for various reasons, including the ability to enter into the precise amount

of exposure to the natural gas market, position limits or other regulatory requirements limiting UNL’s holdings, and market

conditions, it may invest in Futures Contracts traded on other exchanges or invest in Other Natural Gas-Related Investments.

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If UNL is required by law or regulation, or by one of its regulators, including a futures exchange,

to reduce its position in the Futures Contracts to the applicable position limit or to a specified accountability level or if market

conditions dictate it would be more appropriate to invest in Other Natural Gas-Related Investments, a substantial portion of UNL’s

assets could be invested in accordance with such priority in Other Natural Gas-Related Investments that are intended to replicate

the return on the Benchmark Futures Contracts.

As UNL’s assets reach higher levels, it is more likely to exceed position

limits, accountability levels or other regulatory limits and, as a result, it is more likely that it will invest in accordance

with such priority in Other Natural Gas-Related Investments at such higher levels.

In addition, market conditions that USCF currently

anticipates could cause UNL to invest in Other Natural Gas-Related Investments include those allowing UNL to obtain greater liquidity

or to execute transactions with more favorable pricing.

Business – Commodities Regulation”

in this annual report on Form 10-K for a discussion of the potential impact of regulation on UNL’s ability to invest in OTC

transactions and cleared swaps.

USCF may not be able to fully invest UNL’s

assets in the Futures Contracts having an aggregate notional amount exactly equal to UNL’s NAV.

For example, as standardized

contracts, the Futures Contracts are for a specified amount of a particular commodity, and UNL’s NAV and the proceeds from

the sale of a Creation Basket are unlikely to be an exact multiple of the amounts of those contracts.

As a result, in such circumstances,

UNL may be better able to achieve the exact amount of exposure to changes in price of the Benchmark Futures Contracts through the

use of Other Natural Gas-Related Investments, such as OTC contracts that have better correlation with changes in price of the Benchmark

Futures Contracts.

to reduce its position in the Benchmark Futures Contract to the applicable position limit or to a specified accountability level

or if market conditions dictate it would be more appropriate to invest in Other Natural Gas-Related Investments, a substantial

portion of UNL’s assets could be invested in accordance with such priority in Other Natural Gas-Related Investments that

are intended to replicate the return on the Benchmark Futures Contracts.

As UNL’s assets reach higher levels, it is more

likely to exceed position limits, accountability levels or other regulatory limits and, as a result, it is more likely that it

will invest in accordance with such priority in Other Natural Gas-Related Investments at such higher levels.

In addition, market

conditions that USCF currently anticipates could cause UNL to invest in Other Natural Gas-Related Investments include those allowing

UNL to obtain greater liquidity or to execute transactions with more favorable pricing.

See “Item 1.

Business –

Commodities Regulation”

in this annual report on Form 10-K for a discussion of the potential impact of regulation

on UNL’s ability to invest in OTC transactions and cleared swaps.

USCF may not be able to fully invest UNL’s

assets in the Benchmark Futures Contracts having an aggregate notional amount exactly equal to UNL’s NAV.

For example, as

standardized contracts, the Benchmark Futures Contracts are for a specified amount of a particular commodity, and UNL’s NAV

and the proceeds from the sale of a Creation Basket are unlikely to be an exact multiple of the amounts of those contracts.

a result, in such circumstances, UNL may be better able to achieve the exact amount of exposure to changes in price of the Benchmark

Futures Contracts through the use of Other Natural Gas-Related Investments, such as OTC contracts that have better correlation

with changes in price of the Benchmark Futures Contracts.

UNL anticipates that to the extent it invests

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against the current Benchmark Futures Contracts.

USCF does not anticipate letting UNL’s

Futures Contracts expire and taking delivery of the underlying commodity.

Instead, USCF closes existing positions, e.g., when it

changes the Benchmark Futures Contracts or Other Natural Gas-Related Investments or it otherwise determines it would be appropriate

Instead, USCF will close existing positions, e.g., when

it changes the Benchmark Futures Contracts or Other Natural Gas-Related Investments or it otherwise determines it would be appropriate

to do so and reinvests the proceeds in new Futures Contracts or Other Natural Gas-Related Investments.

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out to meet orders for Redemption Baskets and in such case proceeds for such baskets will not be reinvested.

What is the Natural Gas Market and the

Petroleum-Based Fuel Market?

Natural Gas .

What is the Natural Gas Market and the Petroleum-Based Fuel

Natural gas accounts

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constitutes an auction, where the highest bidder wins the supply.

When markets are “strong” ( i.e ., when demand

is high and/or supply is low), the bidder must be willing to pay a higher premium to capture the supply.

When markets are “weak”

( i.e ., when demand is low and/or supply is high), a bidder may choose not to outbid competitors, waiting instead for later,

possibly lower priced, supplies.

Demand for natural gas by consumers, as well as agricultural, manufacturing and transportation

industries, determines overall demand for natural gas.

Since the precursors of product demand are linked to economic activity,

natural gas demand will tend to reflect economic conditions.

However, other factors such as weather significantly influence natural

The NYMEX is the world’s largest

When markets are “strong”

(i.e., when demand is high

and/or supply is low), the bidder must be willing to pay a higher premium to capture the supply.

When markets are “weak”

(i.e., when demand is low and/or supply is high), a bidder may choose not to outbid competitors, waiting instead for later, possibly

lower priced, supplies.

Demand for natural gas by consumers, as well as agricultural, manufacturing and transportation industries,

determines overall demand for natural gas.

Since the precursors of product demand are linked to economic activity, natural gas

demand will tend to reflect economic conditions.

However, other factors such as weather significantly influence natural gas demand.

The NYMEX is the world’s largest

physical commodity futures exchange and the dominant market for the trading of energy and precious metals.

The Benchmark Futures

Contracts trade in units of 10,000 million British thermal units (“MMBtu”) and is based on delivery at the Henry Hub

in Louisiana, the nexus of 16 intra- and interstate natural gas pipeline systems that draw supplies from the region’s prolific

Contracts trade in units of 10,000 million British thermal units (“MMBtu”) and is based on delivery at the Henry Hub

in Louisiana, the nexus of 16 intra- and interstate natural gas pipeline systems that draw supplies from the region’s prolific

gas deposits.

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and technology, among other factors) determine exploration and development spending, which influence output capacity with a lag.

In the short run, production decisions by the Organization of Petroleum Exporting Countries (“OPEC”) also affect supply

Oil export embargoes and the current conflicts in the Middle East represent other routes through which political developments

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oil, also known as No.

2 fuel oil, accounts for 25% of the yield of a barrel of crude oil, the second largest “cut”

from oil after gasoline.

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Futures Contracts traded on the NYMEX are priced

by floor brokers and other exchange members both through an “open outcry” of offers to purchase or sell the contracts

by floor brokers and other exchange members both through an “open outcry”

of offers to purchase or sell the contracts

and through an electronic, screen-based system that determines the price by matching electronically offers to purchase and sell.

Additional risks of investing in Futures Contracts are included in “Item 1A.

Risk Factors” in this annual report

Additional risks of investing in Futures Contracts are included in “Item 1A.

Risk Factors”

in this annual report

on Form 10-K.

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and Price Fluctuation Limits .

Designated contract markets (“DCMs”), such as the NYMEX and ICE Futures have established

accountability levels and position limits on the maximum net long or net short futures contracts in commodity interests that any

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These levels and position limits apply to the futures contracts that UNL invests in to meet its investment objective.

In addition to accountability levels and position limits, the NYMEX and ICE Futures also set daily price fluctuation limits on

futures contracts.

The daily price fluctuation limit establishes the maximum amount that the price of a futures contract may vary

either up or down from the previous day’s settlement price.

Once the daily price fluctuation limit has been reached in a

particular futures contract, no trades may be made at a price beyond that limit.

In addition to accountability levels and position limits, the NYMEX and ICE Futures also set daily price limits on futures contracts.

The daily price fluctuation limit establishes the maximum amount that the price of a futures contract may vary either up or down

from the previous day’s settlement price.

Once the daily price fluctuation limit has been reached in a particular futures

contract, no trades may be made at a price beyond that limit.

The accountability levels for the Benchmark

Futures Contracts and other Futures Contracts traded on U.S.-based futures exchanges, such as the NYMEX, are not a fixed ceiling,

but rather a threshold above which the NYMEX may exercise greater scrutiny and control over an investor’s positions.

current accountability level for investments for any one-month in a Benchmark Futures Contract is 6,000 contracts.

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to below the 6,000 single month and/or 12,000 all month accountability level.

As of December 31, 2019, UNL held 145 Natural Gas

NG Futures Contracts traded on the NYMEX and did not hold any Futures Contracts traded on ICE Futures.

[For the year ended December

31, 2019, UNL did not exceed accountability levels imposed by the NYMEX and ICE Futures, however, the aggregated total of the Related

Public Funds did exceed the accountability levels.

As of December 31, 2020, UNL held 273 Natural

Gas NG Futures Contracts traded on the NYMEX and did not hold any Futures Contracts traded on ICE Futures.

[For the year ended

December 31, 2020, UNL did not exceed accountability levels imposed by the NYMEX and ICE Futures, however, the aggregated

total of the Related Public Funds did exceed the accountability levels.

Position limits differ from accountability

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near month contract to expire.

It is unlikely that UNL will run up against such position limits because UNL’s investment

strategy is to close out its positions and “roll” from the near month contracts to expire to the next month contracts

It is unlikely that UNL will run up against such position limits because UNL’s investment

strategy is to close out its positions and “roll”

from the near month contracts to expire to the next month contracts

during a one-day period beginning two weeks from expiration of the contracts.

For the year ended December 31, 2019, UNL did not

exceed any position limits imposed by the NYMEX and ICE Futures.

The CFTC has proposed to adopt limits on

speculative positions in 25 physical commodity futures and option contracts as well as swaps that are economically equivalent to

such contracts in the agriculture, energy and metals markets (the “Position Limit Rules”).

The Position Limit Rules

would, among other things:

identify which contracts are subject to speculative position limits;

set thresholds that restrict the

size of speculative positions that a person may hold in the spot month, other individual months, and all months combined;

an exemption for positions that constitute bona fide hedging transactions;

impose responsibilities on DCMs and swap execution facilities

(“SEFs”) to establish position limits or, in some cases, position accountability rules;

and apply to both futures and

swaps across four relevant venues:

OTC, DCMs, SEFs as well as certain non-U.S.

located platforms.

The CFTC’s first attempt

at finalizing the Position Limit Rules, in 2011, was successfully challenged by market participants in 2012 and, since then, the

CFTC has re-proposed them and solicited comments from market participants multiple times.

At this time, it is unclear how the Position

Limit Rules may affect UNL, but the effect may be substantial and adverse.

By way of example, the Position Limit Rules may negatively

impact the ability of UNL to meet its investment objectives through limits that may inhibit USCF’s ability to sell additional

Creation Baskets of UNL.

See "The Commodity Interest Markets-Commodities Regulation"

in this annual report on

Form 10-K for additional information.

Until such time as the Position Limit Rules

are adopted, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions in

commodities and related derivatives.

Under that system, the CFTC enforces federal limits on speculation in nine agricultural

products (e.g., corn, wheat and soy), while futures exchanges establish and enforce position limits and accountability levels for

other agricultural products and certain energy products (e.g., oil and natural gas).

As a result, UNL may be limited

with respect to the size of its investments in any commodities subject to these limits.

Under existing and recently adopted CFTC

regulations, for the purpose of position limits, a market participant is generally required, subject to certain narrow exceptions,

to aggregate all positions for which that participant controls the trading decisions with all positions for which that participant

has a 10 percent or greater ownership interest in an account or position, as well as the positions of two or more persons acting

pursuant to an express or implied agreement or understanding with that participant (the “Aggregation Rules”).

The Aggregation

Rules will also apply with respect to the Position Limit Rules if and when such Position Limit Rules are adopted.

For the year ended December 31, 2020, UNL did

not exceed any position limits imposed by the NYMEX and ICE Futures.

On October 15, 2020, the CFTC approved

a final rule that amends the existing federal position limits regime set forth in Part 150 of the CFTC’s regulations

as well as the framework for exchange-set position limits and exemptions (such final rule, the “Position Limits Rule”).

The Position Limits Rule establishes federal position limits for 25 core referenced futures contracts (comprised of agricultural,

energy and metals futures contracts), futures and options linked to the core referenced futures contracts, and swaps that are economically

equivalent to the core referenced futures contracts.

The Position Limits Rule sets position limits for the spot month and

non-spot month;

however, the non-spot month limits only apply in respect of the agricultural futures contracts that are currently

subject to position limits under Part 150 of the CFTC regulations (the “legacy agricultural contracts”).

respect to regulatory oversight, the Position Limits Rule delegates authority to designated contract markets and swap execution

facilities to oversee certain aspects of the position limits framework.

In addition to setting the federal position limits, the

Position Limits Rule also provides several exemptions from such position limits, including an expanded list of enumerated

bona fide hedge exemptions and certain spread exemptions.

Further, the Position Limits Rule sets forth two alternative processes

for pursuing an exemption for non-enumerated hedge positions.

Other than for the legacy agricultural contracts, compliance with

the limits imposed by the Position Limits Rule will not be required until 2022, except that economically equivalent swaps

need not comply with the Position Limits Rule until 2023.

The Benchmark Futures Contract will be

subject to position limits under the Position Limits Rule, and UNL’s trading does not qualify as an enumerated bona fide

Accordingly, the Position Limits Rule could negatively impact the ability of UNL to meet its investment objective by

inhibiting USCF’s ability to effectively invest the proceeds from sales of Creation Baskets of UNL in particular amounts

and types of its permitted investments.

Until such time as compliance with the

Position Limits Rule is required, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will

govern transactions in commodities and related derivatives.

Under that system, the CFTC enforces federal limits on speculation

in the nine legacy agricultural contracts, while futures exchanges establish and enforce position limits and accountability levels

for other agricultural products and certain energy products (e.g., oil and natural gas).

Under existing CFTC regulations and the

Position Limits Rule, for the purpose of position limits, a market participant is generally required, subject to certain narrow

exceptions, to aggregate all positions for which that participant controls the trading decisions with all positions for which that

participant has a 10% or greater ownership interest in an account or position, as well as the positions of two or more persons

acting pursuant to an express or implied agreement or understanding with that market participant (the “Aggregation Rules”).

Price Volatility .

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Marking-to-Market Futures Positions.

Futures Contracts are marked to market at the end of each trading day and the margin required with respect to such contracts is

adjusted accordingly.

Futures Contracts are marked to market at the end of each trading day and the margin required with respect to such contracts

is adjusted accordingly.

This process of marking-to-market is designed to prevent losses from accumulating in any futures account.

Therefore, if UNL’s futures positions have declined in value, UNL may be required to post “variation margin”

to cover this decline.

Alternatively, if UNL’s futures positions have increased in value, this increase will be credited

to UNL’s account.

Why Does UNL Purchase and Sell Futures

UNL’s investment objective is for

the daily changes in percentage terms of its shares’ per share NAV to reflect the daily changes in percentage terms of the

spot price of natural gas delivered at the Henry Hub, Louisiana, as measured by the changes in the average of the prices of 12

futures contracts on natural gas traded on the NYMEX, consisting of the near month contract to expire and the contracts for the

following 11 months, for a total of 12 consecutive months’ contracts, except when the near month contract is within two weeks

of expiration, in which case it will be measured by the futures contract that is the next month contract to expire and the contracts

for the following 11 consecutive months, plus interest earned on UNL’s collateral holdings, less UNL’s expenses.

calculating the daily movement of the average price of the 12 Benchmark Futures Contracts, each contract month is equally weighted.

Alternatively, if UNL’s futures positions have increased in value, this increase will be credited

to UNL’s account.

Why Does UNL Purchase and Sell Futures Contracts?

UNL’s investment objective is for

the daily changes in percentage terms of its shares’

per share NAV to reflect the daily changes in percentage terms of the

price of natural gas delivered at the Henry Hub, Louisiana, as measured by the daily changes in the average of the prices of specified

short-term futures contracts on natural gas called the “Benchmark Futures Contracts”, plus interest earned on UNL’s

collateral holdings, less UNL’s expenses.

In connection with investing in Futures

Contracts and Other Natural Gas-Related Investments, UNL holds Treasuries, cash and/or cash equivalents that serve as segregated

assets supporting UNL’s positions in Futures Contracts and Other Natural Gas-Related Investments.

For example, the purchase

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rather, only a margin deposit, generally of 5% to 30% of the stated value of the Futures Contract, would be required.

its Futures Contract obligations, UNL would deposit the required margin with the FCM and would separately hold, through its Custodian

or FCM, Treasuries, cash and/or cash equivalents in an amount equal to the balance of the current market value of the contract,

which at the contract’s inception would be $10 million minus the amount of the margin deposit, or $9.5 million (assuming

its Futures Contract obligations, UNL would deposit the required margin with the FCMs and would separately hold, through its Custodian

or FCMs, Treasuries, cash and/or cash equivalents in an amount equal to the balance of the current market value of the contract,

which at the contract’s inception would be $10 million minus the amount of the margin deposit, or $9.5 million (assuming

a 5% margin).

As a result of the foregoing, typically

5% to 30% of UNL’s assets are held as margin in segregated accounts with an FCM.

In addition to the Treasuries and cash it

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UNL anticipates that the earned

income will increase the NAV and limited partners’ capital contribution accounts.

income will increase the NAV and limited partners’

capital contribution accounts.

UNL reinvests the earned income, holds

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What are the Trading Policies of UNL?

UNL invests only in Futures Contracts and

Other Natural Gas-Related Investments that, in the opinion of USCF, are traded in sufficient volume to permit the ready taking

UNL invests only in Futures Contracts

and Other Natural Gas-Related Investments that, in the opinion of USCF, are traded in sufficient volume to permit the ready taking

and liquidation of positions in these financial interests and Other Natural Gas-Related Investments that, in the opinion of USCF,

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Spot Commodities

While the Futures Contracts can be physically

settled, UNL does not intend to take or make physical delivery.

UNL may from time to time trade in Other Natural Gas-Related Investments,

including contracts based on the spot price of natural gas.

USCF endeavors to have the value of UNL’s

Treasuries, cash and cash equivalents, whether held by UNL or posted as margin or other collateral, at all times approximate the

aggregate market value of its obligations under its Futures Contracts and Other Natural Gas-Related Investments.

Commodity pools’

trading positions in futures contracts or other related investments are typically required to be secured by the deposit of margin

funds that represent only a small percentage of a futures contract’s (or other commodity interest’s) entire market

While USCF has not and does not intend to leverage UNL’s assets, it is not prohibited from doing so under the LP Agreement.

Borrowings are not used by UNL, unless

UNL is required to borrow money in the event of physical delivery, if UNL trades in cash commodities, or for short-term needs created

by unexpected redemptions.

While the Futures Contracts can be

physically settled, UNL does not intend to take or make physical delivery.

UNL may from time to time trade in Other Natural

Gas-Related Investments, including contracts based on the spot price of natural gas.

USCF endeavors to have the value of

UNL's Treasuries, cash and cash equivalents, whether held by UNL or posted as margin or other collateral, at all times

approximate the aggregate market value of its obligations under its Futures Contracts and Other Natural Gas-Related

Commodity pools’

trading positions in futures contracts or other related investments are typically

required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract’s

(or other commodity interest’s) entire market value.

While USCF has not and does not intend to leverage UNL's

assets, it is not prohibited from doing so under the LP Agreement.

Although permitted to do so under the LP

Agreement, UNL has not and does not intend to leverage its assets and makes its investments accordingly.

Consistent with this,

UNL’s investment decisions will take into account the need for UNL to make permitted investments that also allow it to maintain

adequate liquidity to meet its margin and collateral requirements and to avoid, to the extent reasonably possible, UNL becoming

leveraged, including by its holding of assets that have a high probability of causing the net asset value of the fund to be less

Borrowings are not used by UNL, unless UNL

is required to borrow money in the event of physical delivery, if UNL trades in cash commodities, or for short-term needs

created by unexpected redemptions.

OTC Derivatives (Including Spreads

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and hedgers another set of financial vehicles to use in managing exposure to the natural gas market.

Consequently, UNL may purchase

options on natural gas Futures Contracts on these exchanges in pursuing its investment objective.

In addition to the Futures Contracts and

options on the Futures Contracts, there also exists an active non-exchange-traded market in derivatives tied to natural gas.

derivatives transactions (also known as OTC contracts) are usually entered into between two parties in private contracts.

most of the exchange-traded Futures Contracts or exchange-traded options on the Futures Contracts, each party to such contract

bears the credit risk of the other party, i.e., the risk that the other party may not be able to perform its obligations under

its contract.

To reduce the credit risk that arises in connection with such contracts, UNL will generally enter into an agreement

with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc.

that provides for the netting of its overall exposure to its counterparty.

Consequently, UNL

may purchase options on natural gas Futures Contracts on these exchanges in pursuing its investment objective.

In addition to the Futures Contracts

and options on the Futures Contracts, there also exists an active non-exchange-traded market in derivatives tied to natural

These derivatives transactions (also known as OTC contracts) are usually entered into between two parties in private contracts.

Unlike most of the exchange-traded Futures Contracts or exchange- traded options on the Futures Contracts, each party

to such contract bears the credit risk of the other party, i.e., the risk that the other party may not be able to perform its obligations

under its contract.

To reduce the credit risk that arises in connection with such contracts, UNL will generally enter into

an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc.

(“ISDA”) that provides for the netting of its overall exposure to its counterparty.

USCF assesses or reviews, as appropriate,

the creditworthiness of each potential or existing counterparty to an OTC contract pursuant to guidelines approved by USCF’s

the creditworthiness of each potential or existing counterparty to an OTC contract pursuant to guidelines approved by USCF's Board.

UNL may enter into certain transactions

where an OTC component is exchanged for a corresponding futures contract (“Exchange for Related Position” or “EFRP”

where an OTC component is exchanged for a corresponding futures contract (“Exchange for Related Position”

or “EFRP”

transactions).

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or more baskets of UNL's shares.

These EFRP transactions may expose UNL to counterparty risk during the interim period between

the execution of the OTC component and the exchange for a corresponding futures contract.

Generally, the counterparty risk from

the EFRP transaction will exist only on the day of execution.

UNL may employ spreads or straddles in

its trading to mitigate the differences in its investment portfolio and its goal of tracking the price of the Benchmark Futures

UNL would use a spread when it chooses to take simultaneous long and short positions in futures written on the same

underlying asset, but with different delivery months.

These EFRP transactions may expose UNL to counterparty risk during the interim period

between the execution of the OTC component and the exchange for a corresponding futures contract.

Generally, the counterparty risk

from the EFRP transaction will exist only on the day of execution.

UNL may employ spreads or straddles

in its trading to mitigate the differences in its investment portfolio and its goal of tracking the price of the Benchmark Futures

UNL would use a spread when it chooses to take simultaneous long and short positions in futures written on the

same underlying asset, but with different delivery months.

During the reporting period of this annual

report on Form 10-K, UNL limited its OTC activities to EFRP transactions.

UNL has not and will not employ the technique,

commonly known as pyramiding, in which the speculator uses unrealized profits on existing positions as variation margin for the

purchase or sale of additional positions in the same or another commodity interest.

report on Form 10-K, UNL has limited its derivatives activities to futures contracts in natural gas and EFRP transactions.

UNL has not employed and will

not employ the technique, commonly known as pyramiding, in which the speculator uses unrealized profits on existing positions as

variation margin for the purchase or sale of additional positions in the same or another commodity interest.

Who are the Service Providers?

In its capacity as the Custodian for UNL,

holds UNL’s Treasuries, cash and/or cash equivalents pursuant to a custodial agreement.

registrar and transfer agent for the shares.

In addition, in its capacity as Administrator for UNL, BBH&Co.

performs certain

administrative and accounting services for UNL and prepares certain SEC, NFA and CFTC reports on behalf of UNL.

USCF pays BBH&Co.’s

fees for these services.

BBH&Co.’s principal business

address is 50 Post Office Square, Boston, MA 02110-1548.

BBH&Co., a private bank founded in 1818, is neither a publicly held

company nor insured by the Federal Deposit Insurance Corporation.

is authorized to conduct a commercial banking business

in accordance with the provisions of Article IV of the New York State Banking Law, New York Banking Law §§160–181,

and is subject to regulation, supervision, and examination by the New York State Department of Financial Services.

is also licensed to conduct a commercial banking business by the Commonwealths of Massachusetts and Pennsylvania and is subject

to supervision and examination by the banking supervisors of those states.

UNL also employs ALPS Distributors as its

Custodian, Registrar, Transfer

Agent, and Administrator

USCF engaged The Bank of New York Mellon

("BNY Mellon"), a New York corporation authorized to do a banking business (“BNY Mellon”), to provide UNL

and each of the Related Public Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant

to the following agreements with BNY Mellon dated as of March 20, 2020 (together, the “BNY Mellon Agreements”),

which were effective as of April 1, 2020:

(i) a Custody Agreement;

(ii) a Fund Administration and Accounting Agreement;

and (iii) a Transfer Agency and Service Agreement.

USCF pays the fees of BNY Mellon for its services under the BNY Mellon

Agreements and such fees are determined by the parties from time to time.

Brown Brothers Harriman and Co.

("BBH&Co.")

previously served as the Administrator, Custodian, Transfer Agent and Fund Accounting Agent for UNL and the Related Public

Funds prior to BNY Mellon commencing such services on April 1, 2020.

Certain fund accounting and fund administration services

rendered by BBH&Co.

to UNL and the Related Public Funds terminated on May 31, 2020 to allow for the transition to

Marketing Agent

UNL also employs ALPS Distributors

as its marketing agent.

USCF pays the Marketing Agent an annual fee.

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(10%) of the gross proceeds of the offering.

ALPS Distributors’ principal

business address is 1290 Broadway, Suite 1100, Denver, CO 80203.

ALPS Distributors is a broker-dealer registered with the SEC

and is a member of the Financial Industry Regulatory Authority (“FINRA”) and Securities Investor Protection

On October 8, 2013, USCF entered into a

Futures and Cleared Derivatives Transactions Customer Account Agreement with RBC Capital Markets, LLC (“RBC Capital”

or “RBC”) to serve as UNL’s FCM, effective October 10, 2013.

This agreement requires RBC Capital to provide services

to UNL, as of October 10, 2013, in connection with the purchase and sale of Futures Contracts and Other Natural Gas-Related Investments

that may be purchased or sold by or through RBC Capital for UNL’s account.

For the period October 10, 2013 and after, UNL

pays RBC Capital commissions for executing and clearing trades on behalf of UNL.

RBC Capital’s primary address is

500 West Madison Street, Suite 2500, Chicago, Illinois 60661.

ALPS Distributors’

principal business

address is 1290 Broadway, Suite 1100, Denver, CO 80203.

ALPS Distributors is a broker-dealer registered with the SEC and is

a member of the Financial Industry Regulatory Authority (“FINRA”) and a member of the Securities Investor

Protection Corporation.

Payments to Certain Third Parties

USCF or the Marketing Agent, or an affiliate

of USCF or the Marketing Agent, may directly or indirectly make cash payments to certain broker-dealers for participating in activities

that are designed to make registered representatives and other professionals more knowledgeable about exchange-traded funds and

exchange-traded products, including UNL and the Related Public Funds, or for other activities, such as participation in marketing

activities and presentations, educational training programs, conferences, the development of technology platforms and reporting

Additionally, pursuant to written agreements,

USCF may make payments, out of its own resources, to financial intermediaries in exchange for providing services in connection

with the sale or servicing of UNL's shares, including waiving commissions on the purchase or sale of shares of participating

exchange-traded products.

Payments to a broker-dealer or intermediary

may create potential conflicts of interest between the broker-dealer or intermediary and its clients.

The amounts described above,

which may be significant, are paid by USCF and/or the Marketing Agent from their own resources and not from the assets of UNL

or the Related Public Funds.

Futures Commission Merchants

RBC Capital Markets LLC

On October 8, 2013, USCF entered into

a Futures and Cleared Derivatives Transactions Customer Account Agreement with RBC Capital Markets, LLC ("RBC Capital"

or "RBC") to serve as UNL's FCM, effective October 10, 2013.

This agreement requires RBC Capital to provide

services to UNL, as of October 10, 2013, in connection with the purchase and sale of Futures Contracts and Other

Natural Gas-Related Investments that may be purchased or sold by or through RBC Capital for UNL’s account.

For the period

October 10, 2013 and after, UNL pays RBC Capital commissions for executing and clearing trades on behalf of UNL.

RBC Capital’s primary address is

3 World Financial Center, 200 Vesey St., New York, NY 10281.

Effective October 10, 2013, RBC Capital became the futures clearing

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RBC Capital is registered in the United States with FINRA as a broker-dealer and with the CFTC as an FCM.

is a member of various U.S.

RBC Capital is a member of various U.S.

futures and securities exchanges.

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to many different complex legal and regulatory requirements.

As a result, certain of RBC Capital’s regulators may from time

to time conduct investigations, initiate enforcement proceedings and/or enter into settlements with RBC Capital with respect to

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RBC Capital is also involved, in other reviews, investigations

and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding RBC Capital’s business,

including among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements,

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the outcome of such pending matters will not have a material adverse effect on the consolidated financial condition of RBC Capital.

On April 27, 2017, pursuant to an offer

of settlement, a Panel of the Chicago Board of Trade Business Conduct Committee (“Panel”) found that RBC Capital engaged

in EFRP transactions which failed to satisfy the Rules of the Chicago Board of Trade (the “Chicago Board of Trade”)

in one or more ways.

Specifically, the Panel found that RBC Capital traders entered into EFRP trades in which RBC Capital accounts

were on both sides of the transactions.

While the purpose of the transactions was to transfer positions between the RBC Capital

accounts, the Panel found that the manner in which the trades occurred violated the Chicago Board of Trade’s prohibition

on wash trades.

On April 27, 2017, pursuant to an

offer of settlement, a Panel of the Chicago Board of Trade Business Conduct Committee (“Panel”) found that RBC Capital

engaged in EFRP transactions which failed to satisfy the Rules of the Chicago Board of Trade (the “Chicago Board of

Trade”) in one or more ways.

Specifically, the Panel found that RBC Capital traders entered into EFRP trades in which RBC

Capital accounts were on both sides of the transactions.

While the purpose of the transactions was to transfer positions between

the RBC Capital accounts, the Panel found that the manner in which the trades occurred violated the Chicago Board of Trade’s

prohibition on wash trades.

The Panel found that RBC Capital thereby violated CBOT Rules 534 and (legacy) 538.B.

In accordance with

the settlement offer, the Panel ordered RBC Capital to pay a $175,000 fine.

On October 1, 2019, the CFTC issued an order filing

and settling charges against RBCCM for the above activity, as well as related charges.

The order required that RBCCM cease and

desist from violating the applicable regulations, pay a $5 million civil monetary penalty, and comply with various conditions,

including conditions regarding public statements and future cooperation with the CFTC.

On June 18, 2015, in connection with the

Municipalities Continuing Disclosure Cooperation initiative of the SEC, the SEC commenced and settled an administrative proceeding

against RBC Capital for willful violations of Sections 17(a)(2) of the Securities Act of 1933, as amended (“1933 Act”)

accordance with the settlement offer, the Panel ordered RBC Capital to pay a $175,000 fine.

On October 1, 2019, the CFTC issued

an order filing and settling charges against RBCCM for the above activity, as well as related charges.

The order required that

RBCCM cease and desist from violating the applicable regulations, pay a $5 million civil monetary penalty, and comply with various

conditions, including conditions regarding public statements and future cooperation with the CFTC.

On June 18, 2015, in connection with

the Municipalities Continuing Disclosure Cooperation initiative of the SEC, the SEC commenced and settled an administrative proceeding

against RBC Capital for willful violations of Sections 17(a)(2) of the Securities Act of 1933, as amended (“1933 Act”)

after the firm self-reported instances in which it conducted inadequate due diligence in certain municipal securities offerings

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In August 2018, the U.S.

District Court entered a final order approving RBC Capital’s

pending settlement with class plaintiffs.

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brought their own claims.

The Canadian class actions and one other U.S.

The Canadian class actions, one other U.S.

action that is purportedly brought on behalf of different

classes of plaintiffs also remain pending.

Based on the facts currently known, it is not possible at this time for us to predict

the ultimate outcome of these investigations or proceedings or the timing of their resolution.

On April 13, 2015, RBC Capital’s

affiliate, Royal Bank of Canada Trust Company (Bahamas) Limited (“RBC Bahamas”), was charged in France with complicity

classes of plaintiffs, and an action filed in Israel remain pending.

Based on the facts currently known, it is not possible

at this time for us to predict the ultimate outcome of these investigations or proceedings or the timing of their resolution.

On July 31, 2015, RBC Capital was

added as a new defendant in a pending putative class action initially filed in November 2013 in the United States District

Court for the Southern District of New York.

The action is brought against multiple foreign exchange dealers and alleges collusive

behavior, among other allegations, in foreign exchange trading.

Based on the facts currently known, the ultimate resolution of

these collective matters is not expected to have a material adverse effect on RBC.

On April 13, 2015, RBC Capital’s

affiliate, Royal Bank of Canada Trust Company (Bahamas) Limited (“RBC Bahamas”), was charged in France with complicity

in tax fraud.

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dollar London interbank offered

rate (“LIBOR”).

These investigations focus on allegations of collusion between the banks that were on the panel to

make submissions for certain LIBOR rates.

Royal Bank of Canada, RBC Capital’s indirect parent, is a member of certain LIBOR

panels, including the U.S.

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laws, including U.S.

antitrust laws, the U.S.

Commodity Exchange Act, and state law.

28, 2018, the motion by the plaintiffs in the class action lawsuits to have the class certified was denied in relation to Royal

Bank of Canada.

As such, unless that ruling is reversed on appeal, Royal Bank of Canada is no longer a defendant in any pending

class action.

Royal Bank of Canada is still a party to the various individual LIBOR actions.

Based on the facts currently known,

it is not possible at this time for us to predict the ultimate outcome of these investigations or proceedings or the timing of

their resolution.

antitrust laws, the CEA, and state law.

On February 28, 2018, the motion

by the plaintiffs in the class action lawsuits to have the class certified was denied in relation to Royal Bank of Canada.

unless that ruling is reversed on appeal, Royal Bank of Canada is no longer a defendant in any pending class action.

of Canada is still a party to the various individual LIBOR actions.

Based on the facts currently known, it is not possible at this

time for us to predict the ultimate outcome of these investigations or proceedings or the timing of their resolution.

Thornburg Mortgage Inc.

and RBC Capital were parties to a master repurchase agreement executed in September 2003 whereby TMST financed its purchase of

residential mortgage-backed securities.

Upon TMST’s default during the financial crisis, RBC Capital valued TMST’s

(“TMST”)

and RBC Capital were parties to a master repurchase agreement executed in September 2003 whereby TMST financed its purchase

of residential mortgage-backed securities.

Upon TMST’s default during the financial crisis, RBC Capital valued TMST’s

collateral at allegedly deflated prices.

After TMST’s bankruptcy filing, TMST’s trustee brought suit against RBC Capital

in 2011 for breach of contract.

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an agreement to settle the matter;

a motion to approve the settlement was filed with the bankruptcy court on January 10, 2016 and

granted on February 27, 2017.

On October 14, 2014, the Delaware Court

of Chancery (the “Court of Chancery”) in a class action brought by former shareholders of Rural/Metro Corporation,

a motion to approve the settlement was filed with the bankruptcy court on January 10, 2016

and granted on February 27, 2017.

On October 14, 2014, the Delaware

Court of Chancery (the “Court of Chancery”) in a class action brought by former shareholders of Rural/Metro Corporation,

held RBC Capital liable for aiding and abetting a breach of fiduciary duty by three Rural/Metro directors, but did not make an

additional award for attorney’s fees.

A final judgment was entered on February 19, 2015 in the amount of US$93 million plus

post judgment interest.

RBC Capital appealed the Court of Chancery’s determination of liability and quantum of damages, and

the plaintiffs cross-appealed the ruling on additional attorneys’ fees.

On November 30, 2015, the Delaware Supreme Court

affirmed the Court of Chancery with respect to both the appeal and cross-appeal.

additional award for attorney’s fees.

A final judgment was entered on February 19, 2015 in the amount of US$93 million

plus post judgment interest.

RBC Capital appealed the Court of Chancery’s determination of liability and quantum of damages,

and the plaintiffs cross-appealed the ruling on additional attorneys’

On November 30, 2015, the Delaware Supreme

Court affirmed the Court of Chancery with respect to both the appeal and cross-appeal.

RBC Capital is cooperating with an investigation

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In particular, the SEC contended that RBC Capital caused materially false and misleading information

to be included in the proxy statement that Rural filed to solicit shareholder approval for the sale in violation of section 14(A)

of the Exchange Act and Rule 14A-9 thereunder.

On August 31, 2016, RBC Capital was ordered by the SEC to cease and desist and paid

$500,000 in disgorgement, plus interest of $77,759 and a civil penalty of $2 million.

Please see RBC Capital’s Form BD,

to be included in the proxy statement that Rural filed to solicit shareholder approval for the sale in violation of section 14(A) of

the Exchange Act and Rule 14A-9 thereunder.

On August 31, 2016, RBC Capital was ordered by the SEC to cease and desist

and paid $500,000 in disgorgement, plus interest of $77,759 and a civil penalty of $2 million.

Please see RBC Capital’s Form BD,

which is available on the FINRA BrokerCheck program, for more details.

RBC Capital will act only as clearing broker

RBC Capital will act only as clearing

broker for UNL and as such will be paid commissions for executing and clearing trades on behalf of UNL.

RBC Capital has

not passed upon the adequacy or accuracy of this annual report on Form 10-K.

RBC Capital will not act in any supervisory

capacity with respect to USCF or participate in the management of USCF or UNL.

RBC Capital is not affiliated with UNL

Therefore, neither USCF nor UNL believes that there are any conflicts of interest with RBC Capital or its trading

principals arising from its acting as UNL’s FCM.

RCG Division of Marex Spectron

On May 28, 2020, UNL entered into a Commodity Futures

Customer Agreement with RCG Division of Marex Spectron (“RCG”) to serve as a FCM for UNL.

This agreement requires RCG

to provide services to UNL in connection with the purchase and sale of Futures Contracts and Other Natural Gas-Related

Investments that may be purchased or sold by or through RCG for UNL's account.

Under this agreement, UNL pays RCG

commissions for executing and clearing trades on behalf of UNL.

RCG’s primary address is 360 Madison Avenue, 3rd Floor,

New York, NY 10017.

RCG is registered in the United States with FINRA as a broker-dealer and with the CFTC as an FCM.

member of various U.S.

futures and securities exchanges.

RCG is a large broker dealer subject to many different complex

legal and regulatory requirements.

As a result, certain of RCG’s regulators may from time to time conduct investigations,

initiate enforcement proceedings and/or enter into settlements with RCG with respect to issues raised in various investigations.

RCG complies fully with its regulators in all investigations which may be conducted and in all settlements it may reach.

the date hereof, RCG has no material litigation to disclose as that term is defined under the CEA and the regulations promulgated

RCG will act only as clearing broker

for UNL and as such will be paid commissions for executing and clearing trades on behalf of UNL.

RBC Capital has not passed upon

RCG has not passed upon

the adequacy or accuracy of this annual report on Form 10-K.

RBC Capital will not act in any supervisory capacity with respect

RCG will not act in any supervisory capacity with respect

to USCF or participate in the management of USCF or UNL.

RBC Capital is not affiliated with UNL

Therefore, neither USCF nor UNL believes that there are any conflicts of interest with RBC Capital or its trading principals

arising from its acting as UNL’s FCM.

RCG is not affiliated with UNL or USCF.

neither USCF nor UNL believes that there are any conflicts of interest with RCG or its trading principals arising from its

acting as UNL’s FCM.

E D & F Man Capital Markets Inc.

On June 5, 2020, UNL entered into a Customer Agreement

E D & F Man Capital Markets Inc.

(“MCM”) to serve as an FCM for UNL.

This agreement requires MCM to provide

services to UNL in connection with the purchase and sale of Futures Contracts and Other Natural Gas-Related Investments that

may be purchased or sold by or through MCM for UNL's account.

Under this agreement, UNL pays MCM commissions for executing

and clearing trades on behalf of UNL.

MCM’s primary address is 140 East 45th Street, 10th Floor,

New York, NY 10017.

MCM is registered in the United States with FINRA as a broker-dealer and with the CFTC as an FCM.

member of various U.S.

futures and securities exchanges.

MCM is a large broker dealer subject to many different complex

legal and regulatory requirements.

As a result, certain of MCM’s regulators may from time to time conduct investigations,

initiate enforcement proceedings and/or enter into settlements with MCM with respect to issues raised in various investigations.

MCM complies fully with its regulators in all investigations which may be conducted and in all settlements it may reach.

the date hereof, MCM has no material litigation to disclose as that term is defined under the CEA and the regulations promulgated

MCM will act only as clearing broker for UNL and as such

will be paid commissions for executing and clearing trades on behalf of UNL.

MCM has not passed upon the adequacy or accuracy of

this annual report on Form 10-K.

MCM will not act in any supervisory capacity with respect to USCF or participate in the management

of USCF or UNL.

MCM is not affiliated with UNL or USCF.

Therefore, neither

USCF nor UNL believes that there are any conflicts of interest with MCM or its trading principals arising from its acting

as UNL’s FCM.

Macquarie Futures USA LLC

On December 3, 2020, UNL engaged Macquarie Futures

USA LLC (“MFUSA”) to serve as an additional futures commission merchant for UNL.

The Customer Agreement between UNL

and MFUSA requires MFUSA to provide services to UNL in connection with the purchase and sale of futures contracts in Futures

Contracts and Other Natural Gas-Related Investments that may be purchased or sold by or through MFUSA for UNL’s account.

Under this agreement, UNL pays MFUSA commissions for executing and clearing trades on behalf of UNL.

MFUSA’s primary address is 125 West 55th Street, New York,

MFUSA is registered in the United States with the CFTC as an FCM providing futures execution and clearing services covering

futures exchanges globally.

MFUSA is a member of various U.S.

futures and securities exchanges.

MFUSA is a large broker dealer subject to many different complex

legal and regulatory requirements.

As a result, certain of MFUSA’s regulators may from time to time conduct investigations,

initiate enforcement proceedings and/or enter into settlements with MFUSA with respect to issues raised in various investigations.

MFUSA complies fully with its regulators in all investigations which may be conducted and in all settlements it may reach.

the date hereof, MFUSA has no material litigation to disclose as that term is defined under the CEA and the regulations promulgated

MFUSA will act only as clearing broker for UNL and as such

will be paid commissions for executing and clearing trades on behalf of UNL.

MFUSA has not passed upon the adequacy or accuracy

of this annual report on Form 10-K.

MFUSA will not act in any supervisory capacity with respect to USCF or participate in

the management of USCF or UNL.

MFUSA is not affiliated with UNL or USCF.

Therefore, neither

USCF nor UNL believes that there are any conflicts of interest with MFUSA or its trading principals arising from its acting

as UNL’s FCM.

Commodity Trading Advisor

Currently, USCF does not employ commodity

trading advisors for the trading of UNL contracts.

USCF currently does, however, employ SummerHaven Investment Management, LLC

as a trading advisor for USCI and CPER.

USCF currently does, however, employ SummerHaven Investment Management,

LLC as a trading advisor for USCI and CPER.

If, in the future, USCF does employ commodity trading advisors for UNL, it will choose

each advisor based on arm’s-length negotiations and will consider the advisor’s experience, fees and reputation.

Fees and Compensation Arrangements

with USCF and Non-Affiliated Service Providers (1)

each advisor based on arm’s-length negotiations and will consider the advisor’s experience, fees and reputation.

Summary of Risk Factors

Investing in our securities involves a high degree of risk.

You should carefully consider the information in “Item 1A.

Risk Factors”, including, but not limited to, the following

The NAV of UNL’s shares relates directly to the value of the Benchmark Futures Contracts and other assets held by UNL and fluctuations in the prices of these assets could materially adversely affect an investment in UNL’s shares.

Past performance is not necessarily indicative of futures results;

all or substantially all of an investment in UNL could be lost.

COVID-19 and other infectious disease outbreaks

could negatively affect the valuation and performance of UNL’s investments.

An investment in UNL may provide little or no diversification benefits.

Thus, in a declining market, UNL may have no gains to offset losses from other investments, and an investor may suffer losses on an investment in UNL while incurring losses with respect to other asset classes.

Historical performance of UNL and the Benchmark Futures Contracts is not indicative of future performance.

The market price at which investors buy or sell shares may be significantly less or more than NAV.

Daily percentage changes in UNL’s NAV may not correlate with daily percentage changes in the average of the prices of the Benchmark Futures Contracts.

Daily percentage changes in the price of the Benchmark Futures Contracts may not correlate with daily percentage changes in the spot price of natural gas.

An investment in UNL is not a proxy for investing in the natural gas markets, and the daily percentage changes in the price of the Benchmark Futures Contracts, or the NAV of UNL, may not correlate with daily percentage changes in the spot price of natural gas.

Natural forces in the natural gas futures market known as “backwardation”

and “contango”

may increase UNL’s tracking error and/or negatively impact total return.

Accountability levels, position limits, and daily price fluctuation limits set by the exchanges have the potential to cause tracking error, by limiting UNL’s investments, including its ability to fully invest in the Benchmark Futures Contracts, which could cause the price of shares to substantially vary from the average of the prices of the Benchmark Futures Contract.

Risk mitigation measures imposed by UNL’s FCMs have the potential to cause tracking error by limiting UNL’s investments, including its ability to fully invest in the Benchmark Futures Contracts and other Futures Contracts, which could cause the price of UNL’s shares to substantially vary from the price of the Benchmark Futures Contracts.

An investor’s tax liability may exceed the amount of distributions, if any, on its shares.

An investor’s allocable share of taxable income or loss may differ from its economic income or loss on its shares.

Items of income, gain, deduction, loss and credit with respect to shares could be reallocated, and UNL could be liable for U.S.

federal income tax, if the U.S.

Internal Revenue Service ("IRS") does not accept the assumptions and conventions applied by UNL in allocating those items, with potential adverse consequences for an investor.

UNL could be treated as a corporation for federal income tax purposes, which may substantially reduce the value of the shares.

UNL is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state law, and therefore, UNL has a more complex tax treatment than traditional mutual funds.

If UNL is required to withhold tax with respect to any Non-U.S.

shareholders, the cost of such withholding may be borne by all shareholders.

The impact of U.S.

tax reform on UNL is uncertain.

UNL will be subject to credit risk with respect to counterparties to OTC contracts entered into by UNL or held by special purpose or structured vehicles.

Valuing OTC derivatives may be less certain than actively traded financial instruments.

Fees and Compensation Arrangements with USCF and Non-Affiliated

Service Providers

Service Provider

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BBH&Co., Custodian and Administrator(3)

Minimum amount of $75,000 annually for its custody, fund accounting and fund administration services rendered to all funds, as well as a $20,000 annual fee for its transfer agency services.

In addition, an asset-based charge of (a) 0.06% for the first $500 million of UNL’s and the Related Public Funds’ combined net assets, (b) 0.0465% for UNL’s and the Related Public Funds’ combined net assets greater than $500 million but less than $1 billion, and (c) 0.035% once UNL’s and the Related Public Funds’ combined net assets exceed $1 billion.

Minimum amount of $75,000 annually

for its custody, fund accounting and fund administration services rendered to all funds, as well as a $20,000 annual fee for its

transfer agency services.

In addition, an asset-based charge of (a) 0.06% for the first $500 million of UNL’s and the

Related Public Funds’

combined net assets, (b) 0.0465% for UNL’s and the Related Public Funds’

net assets greater than $500 million but less than $1 billion, and (c) 0.035% once UNL’s and the Related Public Funds’

combined net assets exceed $1 billion.

BNY Mellon, Custodian and Administrator(4)

Provides custody, fund accounting fund administration and transfer

agency services to UNL and the Related Public Funds' based on average AUM.

The annual fees for UNL and the combined Related Public

Funds' may range from $0.4 million to $2.4 million depending on average AUM for any given year.

ALPS Distributors - Marketing Agent(4)

0.06% on UNL’s assets up to $3 billion and 0.04% on UNL’s assets in excess of $3 billion.

USCF pays this compensation.

(2) The annual minimum amount will not apply if the asset-based charge for all accounts in the aggregate

exceeds $75,000.

The annual minimum amount will not apply if the asset-based charge for all accounts in the aggregate exceeds $75,000.

USCF also will pay transaction charge fees to BBH&Co., ranging from $7 to $15 per transaction for the funds.

provided certain fund accounting and fund administration services to UNL through May 31, 2020.

BNY Mellon has served as the Custodian and Administrator of UNL since April 1, 2020.*

Compensation to USCF

UNL is contractually obligated to pay USCF

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Total net assets are calculated

by taking the current market value of UNL’s total assets and subtracting any liabilities.

and Compensation Arrangements between UNL and Non-Affiliated Service Providers (3)

by taking the current market value of UNL’s total assets and subtracting any liabilities.

Fees and Compensation Arrangements between UNL and Non-Affiliated

Service Providers (5)

Service Provider

Compensation Paid by UNL

RBC Capital Futures Commission Merchant

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charges may vary

RCG Division of Marex Spectron, Futures Commission Merchant

E D & F Man Capital Markets Inc., Futures Commission

MFUSA, Futures Commission Merchant

UNL pays this compensation.

New York Mercantile Exchange Licensing

Fee (4) – 0.015% on all net assets.

(4) Fees are calculated on a daily basis (accrued at 1/365 of the applicable percentage of NAV on that

day) and paid on a monthly basis.

UNL is responsible for its pro rata share of the assets held by UNL and the Related Public Funds,

other than BNO, USCI and CPER.

Expenses Paid or Accrued by UNL from

Inception through December 31, 2019 in dollar terms:

New York Mercantile Exchange Licensing Fee (6) –

0.015% on all net assets.

Fees are calculated on a daily basis (accrued at 1/366 of the applicable percentage of NAV on that day) and paid on a monthly basis.

UNL is responsible for its pro rata share of the assets held by UNL and the Related Public Funds, other than BNO, USCI and CPER.

Expenses Paid or Accrued by UNL from Inception through

December 31, 2020 in dollar terms:

Amount in Dollar Terms

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Total Expenses Paid or Accrued Excluding Expenses Waived (8) :

(5) Includes expenses relating to legal fees, auditing fees, printing expenses, licensing fees, tax

reporting fees, prepaid insurance expenses and miscellaneous expenses and fees and expenses paid to the independent directors of

(6) USCF has voluntarily agreed to pay certain expenses typically borne by UNL, to the extent that

such expenses exceed 0.15% (15 basis points) of UNL’s NAV, on an annualized basis.

USCF has no obligation to continue such

payments into subsequent periods.

Paid or Accrued by UNL from Inception through December 31, 2019 as a Percentage of Average Daily Net Assets:

Amount as a Percentage

of Average Daily Net Assets

Includes expenses relating to legal fees, auditing fees, printing expenses, licensing fees, tax reporting fees, prepaid insurance expenses and miscellaneous expenses and fees and expenses paid to the independent directors of USCF.

USCF has voluntarily agreed to pay certain expenses typically borne by UNL, to the extent that such expenses exceed 0.15% (15 basis points) of UNL’s NAV, on an annualized basis.

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

Expenses Paid or Accrued by UNL from Inception through

December 31, 2020 as a Percentage of Average Daily Net Assets:

Amount as a Percentage of

Average Daily Net Assets

Amount Paid or Accrued to USCF:

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0.94% annualized

(7) Includes expenses relating to legal fees, auditing fees, printing expenses, licensing fees, tax

reporting fees, prepaid insurance expenses and miscellaneous expenses and fees and expenses paid to the independent directors of

(8) USCF has voluntarily agreed to pay certain expenses typically borne by UNL, to the extent that

such expenses exceed 0.15% (15 basis points) of UNL’s NAV, on an annualized basis.

USCF has no obligation to continue such

payments into subsequent periods.

USCF has voluntarily agreed to

pay certain expenses typically borne by UNL, to the extent that such expenses exceed 0.15% (15 basis points) of UNL’s NAV,

on an annualized basis.

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

UNL also pays

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for the fiscal year ended December 31, 2020.

In addition, UNL is responsible for paying its portion of the directors’ and

officers’ liability insurance for UNL and the Related Public Funds and the fees and expenses of the independent directors

In addition, UNL is responsible for paying its portion of the directors’

and officers’

liability insurance for UNL and the Related Public Funds and the fees and expenses of the independent directors

who also serve as audit committee members of UNL and the Related Public Funds organized as limited partnerships and, as of July 8,

2011, those Related Public Funds organized as a series of a Delaware statutory trust.

UNL shares the fees and expenses on a

pro rata basis with each Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed

UNL shares the fees and expenses on a pro

rata basis with each Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed

on a daily basis.

These fees and expenses for the year ended December 31, 2019 were $556,951 for UNL and the Related Public Funds.

UNL’s portion of such fees and expenses for the year ended December 31, 2019 was $1,096.

These fees and expenses for the year ended December 31, 2020 were $585,896 for UNL and the Related Public

UNL’s portion of such fees and expenses for the year ended December 31, 2020 was $2,711.

Form of Shares

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The beneficial interests in such shares are held in book-entry form through participants and/or accountholders

in the Depository Trust Company (“DTC”).

Individual certificates

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with DTC and registered in the name of Cede & Co., as nominee for DTC.

The global certificates evidence all of the shares outstanding

Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies (“DTC

Participants”), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (“Indirect

Participants”), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the shares through

DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of shares.

DTC Participants

acting on behalf of investors holding shares through such participants’ accounts in DTC will follow the delivery practice

applicable to securities eligible for DTC’s Same-Day Funds Settlement System.

Shares are credited to DTC Participants’

The global certificates evidence all of the shares

outstanding at any time.

Shareholders are limited to:

(1) participants in DTC such as banks, brokers, dealers and trust companies

(“DTC Participants”), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC

Participant (“Indirect Participants”), and (3) those banks, brokers, dealers, trust companies and others who hold

interests in the shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers

DTC Participants acting on behalf of investors holding shares through such participants’

accounts in DTC will

follow the delivery practice applicable to securities eligible for DTC’s Same-Day Funds Settlement System.

Shares are credited

to DTC Participants’

securities accounts following confirmation of receipt of payment.

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It is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal

Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing

agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

Reserve System, a “clearing corporation”

within the meaning of the New York Uniform Commercial Code and a “clearing

agency”

registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC holds securities for DTC Participants

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Calculating Per Share NAV

UNL’s per share NAV is calculated

UNL’s per share NAV is calculated by:

Taking the current market value of its total assets;

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

New York time.

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

New York time.

The Administrator uses the

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

New York time) for the Futures Contracts

traded on the NYMEX, but calculates or determines the value of all other UNL investments (including Futures Contracts not traded

on the NYMEX, Other Natural Gas-Related Investments and Treasuries) using market quotations, if available, or other information

customarily used to determine the fair value of such investments as of the earlier of the close of the NYSE Arca or 4:00 p.m.

York time in accordance with the current Administrative Agency Agreement among BBH&Co., UNL and USCF.

“Other information”

customarily used in determining fair value includes information consisting of market data in the relevant market supplied by one

or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations

or other market data in the relevant market;

or information of the types described above from internal sources if that information

is of the same type used by UNL in the regular course of its business for the valuation of similar transactions.

The information

may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being

Third parties supplying quotations or market data may include, without limitation, dealers in the relevant markets, end-users

of the relevant product, information vendors, brokers and other sources of market information.

The Administrator

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

New York time) for the Futures

Contracts traded on the NYMEX, but calculates or determines the value of all other UNL investments (including Natural Gas Futures

Contracts not traded on the NYMEX, Other Natural Gas-Related Investments and Treasuries) using market quotations, if available,

or other information customarily used to determine the fair value of such investments as of the earlier of the close of the NYSE

Arca or 4:00 p.m.

New York time in accordance with the current Administrative Agency Agreement among the Administrator, UNL

“Other information”

customarily used in determining fair value includes information consisting of market

data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields,

yield curves, volatilities, spreads, correlations or other market data in the relevant market;

or information of the types described

above from internal sources if that information is of the same type used by UNL in the regular course of its business for the valuation

of similar transactions.

The information may include costs of funding, to the extent costs of funding are not and would not be

a component of the other information being utilized.

Third parties supplying quotations or market data may include, without limitation,

dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

In addition, in order to provide updated

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The indicative fund value is calculated by using

the prior day’s closing per share NAV of UNL as a base and updating that value throughout the trading day to reflect changes

in the most recently reported trade price for the active natural gas Futures Contracts on the NYMEX.

The prices reported for those

Futures Contract months are adjusted based on the prior day’s spread differential between settlement values for the relevant

contract and the spot month contract.

In the event that the spot month contract is also the Benchmark Futures Contracts, the last

sale price for that contract is not adjusted.

The indicative fund value share basis disseminated during NYSE Arca core trading

session hours should not be viewed as an actual real time update of the per share NAV, because the per share NAV is calculated

only once at the end of each trading day based upon the relevant end of day values of UNL’s investments.

The prices reported for the

active Futures Contract month are adjusted based on the prior day’s spread differential between settlement values for the

relevant contract and the spot month contract.

In the event that the spot month contract is also the Benchmark Futures Contracts,

the last sale price for that contract is not adjusted.

The indicative fund value share basis disseminated during NYSE Arca core

trading session hours should not be viewed as an actual real time update of the per share NAV, because the per share NAV is calculated

only once at the end of each trading day based upon the relevant end of day values of UNL’s investments.

The indicative fund value is disseminated

on a per share basis every 15 seconds during regular NYSE Arca core trading session hours of 9:30 a.m.

New York time to 4:00 p.m.

New York time to 4:00

New York time.

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New York time.

This means that there

is a gap in time at the beginning and the end of each day during which UNL’s shares are traded on the NYSE Arca, but real-time

NYMEX trading prices for Futures Contracts traded on the NYMEX are not available.

During such gaps in time, the indicative fund

value will be calculated based on the end of day price of such Futures Contracts from the NYMEX’s immediately preceding trading

In addition, other Futures Contracts, Other Natural Gas-Related Investments and Treasuries held by UNL will be valued

by the Administrator, using rates and points received from client-approved third party vendors (such as Reuters and WM Company)

and advisor quotes.

This means that there is a gap in time at the beginning and the end of each day during which UNL’s shares are traded on the

NYSE Arca, but real-time NYMEX trading prices for Futures Contracts traded on the NYMEX are not available.

During such gaps in

time, the indicative fund value will be calculated based on the end of day price of such Futures Contracts from the NYMEX’s

immediately preceding trading session.

In addition, other Natural Gas Interests and Treasuries held by UNL will be valued by the

Administrator, using rates and points received from client-approved third party vendors (such as Reuters and WM Company) and advisor

These investments will not be included in the indicative fund value.

The NYSE Arca disseminates the indicative fund value through

the facilities of CTA/CQ High Speed Lines.

In addition, the indicative fund value is published on NYSE Arca's website and is available

through on-line information services such as Bloomberg and Reuters.

Dissemination of the indicative fund value

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to be trading at a discount compared to the indicative fund value, a market professional could buy UNL shares on the NYSE Arca

and sell short Futures Contracts.

Such arbitrage trades can tighten the tracking between the market price of UNL and the indicative

fund value and thus can be beneficial to all market participants.

and sell short Natural Gas Futures Contracts.

Such arbitrage trades can tighten the tracking between the market price of UNL and

the indicative fund value and thus can be beneficial to all market participants.

UNL reserves the right to adjust the Share

price of UNL in the future to maintain convenient trading ranges for investors.

Any adjustments would be accomplished through

stock splits or reverse stock splits.

Such splits would decrease (in the case of a split) or increase (in the case of a reverse

split) the proportionate net asset value per Share, but would have no effect on the net assets of UNL or the proportionate voting

rights of shareholders or limited partners.

Creation and Redemption of Shares

UNL creates and redeems shares from time

to time, but only in one or more Creation Baskets or Redemption Baskets.

The creation and redemption of baskets are only made in

exchange for delivery to UNL or the distribution by UNL of the amount of Treasuries and any cash represented by the baskets being

created or redeemed, the amount of which is based on the combined NAV of the number of shares included in the baskets being created

or redeemed determined after 4:00 p.m.

New York time on the day the order to create or redeem baskets is properly received.

UNL creates and redeems shares from

time to time, but only in one or more Creation Baskets or Redemption Baskets.

The creation and redemption of baskets are only made

in exchange for delivery to UNL or the distribution by UNL of the amount of Treasuries and any cash represented by the

baskets being created or redeemed, the amount of which is based on the combined NAV of the number of shares included in the baskets

being created or redeemed determined as of 4:00 p.m.

New York time on the day the order to create or redeem baskets is properly

Authorized Participants are the only persons

that may place orders to create and redeem baskets.

Authorized Participants must be (1) registered broker-dealers or other securities

market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage

in securities transactions as described below, and (2) DTC Participants.

To become an Authorized Participant, a person must enter

into an Authorized Participant Agreement with USCF on behalf of UNL (each such agreement, an “Authorized Participant Agreement”).

The Authorized Participant Agreement provides the procedures for the creation and redemption of baskets and for the delivery of

the Treasuries and any cash required for such creations and redemptions.

The Authorized Participant Agreement and the related procedures

attached thereto may be amended by UNL, without the consent of any limited partner or shareholder or Authorized Participant.

Participants pay UNL a $350 transaction fee for each order they place to create or redeem one or more Creation Baskets or Redemption

Authorized Participants who make deposits with UNL in exchange for baskets receive no fees, commissions or other form

of compensation or inducement of any kind from either UNL or USCF, and no such person will have any obligation or responsibility

to USCF or UNL to effect any sale or resale of shares.

As of December 31, 2019, 10 Authorized Participants had entered into agreements

with USCF on behalf of UNL.

During the year ended December 31, 2019, UNL did not issue any Creation Baskets and redeemed 3 Redemption

Authorized Participants must be:

(1) registered broker-dealers or other

securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers

to engage in securities transactions as described below, and (2) DTC Participants.

To become an Authorized Participant, a

person must enter into an Authorized Participant Agreement with USCF on behalf of UNL (each such agreement, an “Authorized

Participant Agreement”).

The Authorized Participant Agreement provides the procedures for the creation and redemption of

baskets and for the delivery of the Treasuries and any cash required for such creations and redemptions.

The Authorized Participant

Agreement and the related procedures attached thereto may be amended by UNL, without the consent of any limited partner or shareholder

or Authorized Participant.

Authorized Participants pay a transaction fee of $350 to UNL for each order placed

to create one or more Creation Baskets or to redeem one or more Redemption Baskets.

The transaction fee may be reduced, increased,

or otherwise changed by USCF.

Authorized Participants who make deposits with UNL in exchange for baskets receive no fees,

commissions or other form of compensation or inducement of any kind from either UNL or USCF, and no such person will have

any obligation or responsibility to UNL or USCF to effect any sale or resale of shares.

As of December 31, 2020, 10

Authorized Participants had entered into agreements with USCF on behalf of UNL.

During the year ended December 31, 2020, UNL

issued 11 Creation Baskets and did not issue any Redemption Baskets.

Certain Authorized Participants are expected

to be capable of participating directly in the physical natural gas market and the natural gas futures market.

In some cases, Authorized

Participants or their affiliates may from time to time buy natural gas or sell natural gas or Natural Gas Interests and may profit

in these instances.

USCF believes that the size and operation of the natural gas market make it unlikely that an Authorized Participant’s

direct activities in the natural gas or securities markets will significantly affect the price of natural gas, Natural Gas Interests,

or the price of the shares.

In some cases,

Authorized Participants or their affiliates may from time to time buy or sell natural gas or Natural Gas Interests

and may profit in these instances.

USCF believes that the size and operation of the natural gas market make it unlikely that

an Authorized Participant’s direct activities in the natural gas or securities markets will significantly affect the

price of natural gas, Natural Gas Interests or the price of the shares.

Each Authorized Participant is required

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under federal and state banking laws and regulations.

Each Authorized Participant has its own set of rules and procedures, internal

controls and information barriers as it determines is appropriate in light of its own regulatory regime.

Each Authorized Participant has its own set of rules and procedures,

internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.

Under the Authorized Participant Agreement,

USCF, and UNL under limited circumstances, have agreed to indemnify the Authorized Participants against certain liabilities, including

liabilities under the Securities Act, and to contribute to the payments the Authorized Participants may be required to make in

respect of those liabilities.

USCF, and UNL under limited circumstances, have agreed to indemnify the Authorized Participants against certain liabilities,

including liabilities under the 1933 Act, and to contribute to the payments the Authorized Participants may be required to

make in respect of those liabilities.

The following description of the procedures

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For purposes of processing purchase and redemption orders,

a “business day” means any day other than a day when any of the NYSE Arca, the NYMEX or the NYSE is closed for regular

a “business day”

means any day other than a day when any of the NYSE Arca, the NYMEX or the NYSE is closed for

regular trading.

Purchase orders must be placed by 12:00 p.m.

New York time or the close of regular trading on the NYSE Arca, whichever

The day on which the Marketing Agent receives a valid purchase order is referred to as the purchase order date.

By placing a purchase order, an Authorized

Participant agrees to deposit Treasuries, cash, or a combination of Treasuries and cash, as described below.

Prior to the delivery

of baskets for a purchase order, the Authorized Participant must also have wired to the Custodian the non-refundable transaction

fee due for the purchase order.

Authorized Participants may not withdraw a creation request, except as otherwise set forth in the

procedures in the Authorized Participant Agreement.

New York time or the close of regular trading on the NYSE Arca,

whichever is earlier.

The day on which the Marketing Agent receives a valid purchase order is referred to as the purchase order

By placing a purchase order, an

Authorized Participant agrees to deposit Treasuries, cash, or a combination of Treasuries and cash, as described below.

to the delivery of baskets for a purchase order, the Authorized Participant must also have wired to the Custodian the

non-refundable transaction fee due for the purchase order.

Authorized Participants may not withdraw a Creation Basket

request, except as otherwise set forth in the procedures in the Authorized Participant Agreement.

The manner by which creations are made

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By placing a purchase order, an Authorized Participant agrees

to (1) deposit Treasuries, cash or a combination of Treasuries and cash with the Custodian, and (2) if required by USCF in its

sole discretion, enter into or arrange for a block trade, an exchange for physical or exchange for swap, or any other OTC energy

transaction (through itself or a designated acceptable broker) with UNL for the purchase of a number and type of futures contracts

at the closing settlement price for such contracts on the purchase order date.

If an Authorized Participant fails to consummate

(1) and (2), the order shall be cancelled.

The number and type of contracts specified shall be determined by USCF, in its sole

discretion, to meet UNL’s investment objective and shall be purchased as a result of the Authorized Participant’s purchase

to (1) deposit Treasuries, cash, or a combination of Treasuries and cash with the Custodian, and (2) if required by USCF

in its sole discretion, enter into or arrange for a block trade, an exchange for physical or exchange for swap, or any other OTC

energy transaction (through itself or a designated acceptable broker) with UNL for the purchase of a number and type of futures

contracts at the closing settlement price for such contracts on the purchase order date.

If an Authorized Participant fails to

consummate (1) and (2), the order shall be cancelled.

The number and types of contracts specified shall be determined by USCF,

in its sole discretion, to meet UNL’s investment objective and shall be purchased as a result of the Authorized Participant’s

purchase of shares.

Determination of Required Deposits

The total deposit required to create each

basket (“Creation Basket Deposit”) is the amount of Treasuries and/or cash that is in the same proportion to the total

assets of UNL (net of estimated accrued but unpaid fees, expenses and other liabilities) on the purchase order date as the number

of shares to be created under the purchase order is in proportion to the total number of shares outstanding on the purchase order

USCF determines, directly in its sole discretion or in consultation with the Administrator, the requirements for Treasuries

and the amount of cash, including the maximum permitted remaining maturity of a Treasury and proportions of Treasury and cash that

may be included in deposits to create baskets.

The Marketing Agent will publish such requirements at the beginning of each business

The amount of cash deposit required is the difference between the aggregate market value of the Treasuries required to be

included in a Creation Basket Deposit as of 4:00 p.m.

New York time on the date the order to purchase is properly received and

the total required deposit.

Creation Basket (“Creation Basket Deposit”) is the amount of Treasuries and/or cash that is in the same proportion

to the total assets of UNL (net of estimated accrued but unpaid fees, expenses and other liabilities) on the purchase order

date as the number of shares to be created under the purchase order is in proportion to the total number of shares outstanding

on the purchase order date.

USCF determines, directly in its sole discretion or in consultation with the Administrator, the requirements

for Treasuries and the amount of cash, including the maximum permitted remaining maturity of a Treasury and proportions of Treasury

and cash that may be included in deposits to create baskets.

The Marketing Agent will publish such requirements at the beginning

of each business day.

The amount of cash deposit required is the difference between the aggregate market value of the Treasuries

required to be included in a Creation Basket Deposit as of 4:00 p.m.

New York time on the date the order to purchase is properly

received and the total required deposit.

Delivery of Required Deposits

An Authorized Participant who places a

purchase order is responsible for transferring to UNL’s account with the Custodian the required amount of Treasuries and

cash by the end of the second business day following the purchase order date.

Upon receipt of the deposit amount, the Administrator

directs DTC to credit the number of baskets ordered to the Authorized Participant’s DTC account on the second business day

following the purchase order date.

directs DTC to credit the number of baskets ordered to the Authorized Participant’s DTC account on the second business day

following the purchase order dates.

The expense and risk of delivery and ownership of Treasuries until such Treasuries have been

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be placed by 12:00 p.m., New York time, but the total payment required to create a basket during the continuous offering period

will not be determined until after 4:00 p.m.

New York time on the date the purchase order is received, Authorized Participants

will not be determined until after 4:00 p.m., New York time, on the date the purchase order is received, Authorized Participants

will not know the total amount of the payment required to create a basket at the time they submit an irrevocable purchase order

for the basket.

UNL’s per share NAV and the total amount of the payment required to create a basket could rise or fall substantially

UNL’s NAV and the total amount of the payment required to create a basket could rise or fall substantially

between the time an irrevocable purchase order is submitted and the time the amount of the purchase price in respect thereof is

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Agent shall have the absolute right but no obligation to reject a purchase order or a Creation Basket Deposit if:

it determines that the investment alternative available to UNL at that time will not enable it

to meet its investment objective;

it determines that the investment alternative available to UNL at that time will not enable it to meet its investment objective;

it determines that the purchase order or the Creation Basket Deposit is not in proper form;

it believes that the purchase order or the Creation Basket Deposit would have adverse tax consequences

to UNL, the limited partners or its shareholders;

the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to USCF,

circumstances outside the control of USCF, Marketing Agent or Custodian make it, for all practical

purposes, not feasible to process creations of baskets.

it believes that the purchase order or the Creation Basket Deposit would have adverse tax consequences to UNL, the limited partners or its shareholders;

the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to USCF, be unlawful;

circumstances outside the control of USCF, Marketing Agent or Custodian make it, for all practical purposes, not feasible to process creations of baskets.

None of USCF, the Marketing Agent or the

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Redemption orders must be placed by 12:00 p.m.

time or the close of regular trading on the NYSE Arca, whichever is earlier.

A redemption order so received will be effective on

the date it is received in satisfactory form by the Marketing Agent (“Redemption Order Date”).

York time or the close of regular trading on the NYSE Arca, whichever is earlier.

A redemption order so received will be effective

on the date it is received in satisfactory form by the Marketing Agent (“Redemption Order Date”).

The redemption procedures

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By placing a redemption order, an Authorized

Participant agrees to deliver the baskets to be redeemed through DTC’s book-entry system to UNL, as described below.

to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to UNL’s

Participant agrees to deliver the baskets to be redeemed through DTC’s book-entry system to UNL, as described below.

to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to UNL’s

account at the Custodian the non-refundable transaction fee due for the redemption order.

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By placing a redemption order, an Authorized Participant agrees

to (1) deliver the Redemption Basket to be redeemed through DTC’s book-entry system to UNL’s account with the Custodian

not later than 3:00 p.m.

New York time on the second business day following the effective date of the redemption order (“Redemption

Distribution Date”), and (2) if required by USCF in its sole discretion, enter into or arrange for a block trade, an exchange

for physical or exchange for swap, or any other OTC energy transaction (through itself or a designated acceptable broker) with

UNL for the sale of a number and type of futures contracts at the closing settlement price for such contracts on the Redemption

If an Authorized Participant fails to consummate (1) and (2) above, the order shall be cancelled.

The number and type

of contracts specified shall be determined by USCF, in its sole discretion, to meet UNL’s investment objective and shall

be sold as a result of the Authorized Participant’s sale of shares.

to (1) deliver the Redemption Basket to be redeemed through DTC’s book-entry system to UNL’s account with the

Custodian not later than 3:00 p.m.

New York time on the second business day following the effective date of the redemption

order (“Redemption Distribution Date”), and (2) if required by USCF in its sole discretion, enter into or arrange

for a block trade, an exchange for physical or exchange for swap, or any other OTC energy transaction (through itself or a designated

acceptable broker) with UNL for the sale of a number and type of futures contracts at the closing settlement price for such

contracts on the Redemption Order Date.

If an Authorized Participant fails to consummate (1) and (2) above, the order

shall be cancelled.

The number and type of contracts specified shall be determined by USCF, in its sole discretion, to meet UNL’s

investment objective and shall be sold as a result of the Authorized Participant’s sale of shares.

Determination of Redemption Distribution

The redemption distribution from UNL consists

of a transfer to the redeeming Authorized Participant of an amount of Treasuries and/or cash that is in the same proportion to

the total assets of UNL (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order to redeem

is properly received as the number of shares to be redeemed under the redemption order is in proportion to the total number of

shares outstanding on the date the order is received.

USCF, directly or in consultation with the Administrator, determines the

requirements for Treasuries and the amounts of cash, including the maximum permitted remaining maturity of a Treasury, and the

proportions of Treasuries and cash that may be included in distributions to redeem baskets.

The Marketing Agent will publish an

estimate of the redemption distribution per basket as of the beginning of each business day.

The redemption distribution from UNL

consists of a transfer to the redeeming Authorized Participant of an amount of Treasuries and/or cash that is in the same proportion

to the total assets of UNL (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order

to redeem is properly received as the number of shares to be redeemed under the redemption order is in proportion to the total

number of shares outstanding on the date the order is received.

USCF, directly or in consultation with the Administrator, determines

the requirements for Treasuries and the amounts of cash, including the maximum permitted remaining maturity of a Treasury, and

the proportions of Treasuries and cash that may be included in distributions to redeem baskets.

The Marketing Agent will publish

an estimate of the redemption distribution per basket as of the beginning of each business day.

Delivery of Redemption Distribution

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order date if, by 3:00 p.m.

New York time on such second business day, UNL’s DTC account has been credited with the baskets

to be redeemed.

If UNL’s DTC account has not been credited with all of the baskets to be redeemed by such time, the redemption

distribution will be delivered to the extent of whole baskets received.

Any remainder of the redemption distribution will be delivered

on the next business day to the extent of remaining whole baskets received if UNL receives the fee applicable to the extension

of the redemption distribution date which USCF may, from time to time, determine and the remaining baskets to be redeemed are credited

to UNL’s DTC account by 3:00 p.m.

New York time on such second business day, UNL’s DTC account has been credited with the

baskets to be redeemed.

If UNL’s DTC account has not been credited with all of the baskets to be redeemed by such time, the

redemption distribution will be delivered to the extent of whole baskets received.

Any remainder of the redemption distribution

will be delivered on the next business day to the extent of remaining whole baskets received if UNL receives the fee applicable

to the extension of the redemption distribution date which USCF may, from time to time, determine and the remaining baskets to

be redeemed are credited to UNL’s DTC account by 3:00 p.m.

New York time on such next business day.

Any further outstanding amount of the redemption

order shall be cancelled.

Pursuant to information from USCF, the Custodian will also be authorized to deliver the redemption distribution

notwithstanding that the baskets to be redeemed are not credited to UNL’s DTC account by 3:00 p.m.

New York time on the second

business day following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the

baskets through DTC’s book entry-system on such terms as USCF may from time to time determine.

Any further outstanding

amount of the redemption order shall be cancelled.

Pursuant to information from USCF, the Custodian will also be authorized to

deliver the redemption distribution notwithstanding that the baskets to be redeemed are not credited to UNL’s DTC account

New York time on the second business day following the redemption order date if the Authorized Participant has

collateralized its obligation to deliver the baskets through DTC’s book entry-system on such terms as USCF may from time

to time determine.

Suspension or Rejection of Redemption

USCF may, in its discretion, suspend the

right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or the NYMEX is

closed other than customary weekend or holiday closings, or trading on the NYSE Arca or the NYMEX is suspended or restricted, (2)

for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasuries is not reasonably

practicable, or (3) for such other period as USCF determines to be necessary for the protection of the limited partners or shareholders.

For example, USCF may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of UNL’s

assets at an appropriate value to fund a redemption.

If USCF has difficulty liquidating its positions, e.g., because of a market

disruption event in the futures markets, a suspension of trading by the exchange where the futures contracts are listed or an unanticipated

delay in the liquidation of a position in an OTC contract, it may be appropriate to suspend redemptions until such time as such

circumstances are rectified.

None of USCF, the Marketing Agent, the Administrator, or the Custodian will be liable to any person

or in any way for any loss or damages that may result from any such suspension or postponement.

right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or the NYMEX

is closed other than customary weekend or holiday closings, or trading on the NYSE Arca or the NYMEX is suspended or restricted,

(2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasuries is

not reasonably practicable, or (3) for such other period as USCF determines to be necessary for the protection of the limited

partners or shareholders.

For example, USCF may determine that it is necessary to suspend redemptions to allow for the orderly

liquidation of UNL’s assets at an appropriate value to fund a redemption.

If USCF has difficulty liquidating its positions,

e.g., because of a market disruption event in the futures markets, a suspension of trading by the exchange where the futures contracts

are listed or an unanticipated delay in the liquidation of a position in an OTC contract, it may be appropriate to suspend redemptions

until such time as such circumstances are rectified.

None of USCF, the Marketing Agent, the Administrator, or the Custodian will

be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

Redemption orders must be made in whole

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USCF may also reject a redemption order if

the number of shares being redeemed would reduce the remaining outstanding shares to 100,000 shares (i.e., two baskets) or less.

the number of shares being redeemed would reduce the remaining outstanding shares to 100,000 shares (i.e., two baskets) or

less, unless USCF has reason to believe that the placer of the redemption order does in fact possess all the outstanding shares

and can deliver them.

Creation and Redemption Transaction

To compensate UNL for its expenses in connection

with the creation and redemption of baskets, an Authorized Participant is required to pay a transaction fee to UNL per order to

create or redeem baskets, regardless of the number of baskets in such order.

Authorized Participants pay UNL a $350 transaction

fee for each order they place to create or redeem one or more Creation Baskets or Redemption Baskets.

The transaction fee may be

reduced, increased or otherwise changed by USCF.

USCF shall notify DTC of any change in the transaction fee and will not implement

any increase in the fee for the redemption of baskets until 30 days after the date of the notice.

To compensate UNL for its expenses

in connection with the creation and redemption of baskets, an Authorized Participant is required to pay a transaction

fee to UNL of $350 per order to create or redeem baskets, regardless of the number of baskets in such order.

may include multiple baskets.

The transaction fee may be reduced, increased or otherwise changed by USCF.

USCF shall notify DTC

of any change in the transaction fee and will not implement any increase in the fee for the redemption of baskets until thirty

(30) days after the date of the notice.

Tax Responsibility

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Secondary Market Transactions

As noted, UNL creates and redeems shares

from time to time, but only in one or more Creation Baskets or Redemption Baskets.

The creation and redemption of baskets are only

made in exchange for delivery to UNL or the distribution by UNL of the amount of Treasuries and cash represented by the baskets

being created or redeemed, the amount of which will be based on the aggregate NAV of the number of shares included in the baskets

being created or redeemed determined on the day the order to create or redeem baskets is properly received.

As noted, UNL creates and redeems

shares from time to time, but only in one or more Creation Baskets or Redemption Baskets.

The creation and redemption of baskets

are only made in exchange for delivery to UNL or the distribution by UNL of the amount of Treasuries and cash represented

by the baskets being created or redeemed, the amount of which will be based on the aggregate NAV of the number of shares included

in the baskets being created or redeemed determined on the day the order to create or redeem baskets is properly received.

As discussed above, Authorized Participants

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other factors, the trading price of the shares on the NYSE Arca, the NAV of UNL at the time the Authorized Participant purchased

the Creation Baskets and the per share NAV of the shares at the time of the offer of the shares to the public, the supply of and

demand for shares at the time of sale, and the liquidity of the Futures Contract market and the market for Other Natural Gas-Related

The prices of shares offered by Authorized Participants are expected to fall between UNL’s per share NAV and

the trading price of the shares on the NYSE Arca at the time of sale.

Shares initially comprising the same basket but offered by

Authorized Participants to the public at different times may have different offering prices.

An order for one or more baskets may

be placed by an Authorized Participant on behalf of multiple clients.

Authorized Participants who make deposits with UNL in exchange

for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either UNL or USCF, and no

such person has any obligation or responsibility to USCF or UNL to effect any sale or resale of shares.

Shares trade in the secondary

market on the NYSE Arca.

Shares may trade in the secondary market at prices that are lower or higher relative to their per share

The amount of the discount or premium in the trading price relative to the per share NAV may be influenced by various factors,

including the number of investors who seek to purchase or sell shares in the secondary market and the liquidity of the Futures

Contracts market and the market for Other Natural Gas-Related Investments.

While the shares trade during the core trading session

on the NYSE Arca until 4:00 p.m.

New York time, liquidity in the market for Futures Contracts and Other Natural Gas-Related Investments

may be reduced after the close of the NYMEX at 2:30 p.m.

the Creation Baskets and the NAV of the shares at the time of the offer of the shares to the public, the supply of and demand for

shares at the time of sale, and the liquidity of the Futures Contract market and the market for Other Natural Gas-Related

The prices of shares offered by Authorized

Participants are expected to fall between UNL’s NAV and the trading price of the shares on the NYSE Arca at the time of sale.

Shares initially comprising the same basket but offered by Authorized Participants to the public at different times may have different

offering prices.

An order for one or more baskets may be placed by an Authorized Participant on behalf of multiple clients.

Participants who make deposits with UNL in exchange for baskets receive no fees, commissions or other forms of compensation

or inducement of any kind from either UNL or USCF, and no such person has any obligation or responsibility to USCF or UNL

to effect any sale or resale of shares.

Shares trade in the secondary market on the NYSE Arca.

Shares may trade in the secondary

market at prices that are lower or higher relative to their NAV per share.

The amount of the discount or premium in the trading

price relative to the NAV per share may be influenced by various factors, including, among other things, the number of

investors who seek to purchase or sell shares in the secondary market and the liquidity of the Futures Contracts market and

the market for Other Natural Gas-Related Investments.

While the shares trade during the core trading session on the NYSE Arca

until 4:00 p.m.

New York time, liquidity in the market for Futures Contracts and Other Natural Gas-Related Investments traded

on the NYMEX may be reduced after the close of the NYMEX at 2:30 p.m.

New York time.

As a result, during this time, trading spreads, and the

As a result, during this time, particularly

if UNL has invested in Futures Contracts and Other Natural Gas-Related Investments traded on the NYMEX, trading spreads, and the

resulting premium or discount, on the shares may widen.

Use of Proceeds

USCF causes UNL to transfer the proceeds

from the sale of Creation Baskets to the Custodian or other custodian for trading activities.

USCF will invest UNL’s assets

in Futures Contracts and Other Natural Gas-Related Investments and investments in Treasuries, cash and/or cash equivalents.

UNL purchases a Futures Contract and certain exchange-traded Other Natural Gas-Related Investments, UNL is required to deposit

5% to 30% with the selling FCM on behalf of the exchange a portion of the value of the contract or other interest as security to

ensure payment for the obligation under Natural Gas Interests at maturity.

USCF will invest UNL’s assets

in Natural Gas-Interests and investments in Treasuries, cash and/or cash equivalents.

When UNL purchases a Futures

Contract and certain exchange-traded Other Natural Gas-Related Investments, UNL is required to deposit typically 5% to

30% with the selling FCMs on behalf of the exchange a portion of the value of the contract or other interest as security to ensure

payment for the obligation under Natural Gas Interests at maturity.

This deposit is known as initial margin.

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in transactions in OTC Natural Gas Interests will generally impose similar collateral requirements on UNL.

USCF will invest the

assets that remain after margin and collateral are posted in Treasuries, cash and/or cash equivalents subject to these margin and

collateral requirements.

invest the assets that remain after margin and collateral are posted in Treasuries, cash and/or cash equivalents subject to these

margin and collateral requirements.

USCF has sole authority to determine the percentage of assets that are:

held on deposit with the FCM or other custodian,

held on deposit with the FCMs or other custodian;

used for other investments, and

held in bank accounts to pay current obligations and as reserves.

Ongoing margin and collateral payments

will generally be required for both exchange-traded and OTC Natural Gas Interests based on changes in the value of the Natural

Gas Interests.

Furthermore, ongoing collateral requirements with respect to OTC Natural Gas Interests are negotiated by the parties,

and may be affected by overall market volatility, volatility of the underlying commodity or index, the ability of the counterparty

to hedge its exposure under a Natural Gas Interest and each party’s creditworthiness.

In light of the differing requirements

for initial payments under exchange-traded and OTC Natural Gas Interests and the fluctuating nature of ongoing margin and collateral

payments, it is not possible to estimate what portion of UNL’s assets will be posted as margin or collateral at any given

The Treasuries, cash and cash equivalents held by UNL will constitute reserves that will be available to meet ongoing margin

and collateral requirements.

held in bank accounts to pay current obligations and

Approximately 5% to 30% of UNL's

assets have normally been committed to margin for commodity futures contracts.

However, from time to time, the percentage of

assets committed as margin may be substantially more, or less than, such range.

An FCM, counterparty, government agency or

commodity exchange could increase margin or collateral requirements applicable to USO to hold trading positions at any time.

Ongoing margin and collateral payments will generally be required for both exchange-traded and OTC contracts based on changes

in the value of the Natural Gas Interests.

Furthermore, ongoing collateral requirements with respect to OTC contracts are

negotiated by the parties, and may be affected by overall market volatility, volatility of the underlying commodity or index,

the ability of the counterparty to hedge its exposure under a Natural Gas Interests, and each party's creditworthiness.

Margin is merely a security deposit and has no bearing on the profit or loss potential for any positions held.

the differing requirements for initial payments under exchange-traded and OTC contracts and the fluctuating nature of ongoing

margin and collateral payments, it is not possible to estimate what portion of UNL's assets will be posted as margin or

collateral at any given time.

The Treasuries, cash and cash equivalents held by UNL will constitute reserves that will be

available to meet ongoing margin and collateral requirements.

All interest income will be used for UNL's benefit.

An FCM, counterparty, government agency

or commodity exchange could increase margin or collateral requirements applicable to UNL to hold trading positions at any time.

Moreover, margin is merely a security deposit and has no bearing on the profit or loss potential for any positions held.

The assets of UNL posted as margin for

Futures Contracts are held in segregated accounts pursuant to the CEA and CFTC regulations.

invests the balance of UNL's assets not invested in Natural Gas Interests or held in margin as reserves to be available for

changes in margin.

All interest income is used for UNL's benefit.

The assets of UNL posted as margin

for Futures Contracts are held in segregated accounts pursuant to the CEA and CFTC regulations.

If UNL enters into a swap agreement, UNL

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by UNL at the start of a swap transaction.

Collateral and independent amounts posted to swap counterparties will be held by a third

party custodian.

Collateral and independent amounts posted to swap counterparties will be held by

a third-party custodian.

The Commodity Interest Markets

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depending upon:

(1) the type of instrument being traded (e.g., contracts for future delivery, forwards, options, swaps or spot

contracts), (2) the type of commodity underlying the instrument (distinctions are made between instruments based on agricultural

(1) the type of instrument being traded (e.g., contracts for future delivery, forwards, options, swaps or

spot contracts), (2) the type of commodity underlying the instrument (distinctions are made between instruments based on agricultural

commodities, energy and metals commodities and financial commodities), (3) the nature of the parties to the transaction (e.g.,

or eligible contract participant), (4) whether the transaction is entered into on a principal-to-principal or intermediated basis,

(5) the type of market on which the transaction occurs, and (6) whether the transaction is subject to clearing through a clearing

organization.

retail or eligible contract participant), (4) whether the transaction is entered into on a principal-to-principal or intermediated

basis, (5) the type of market on which the transaction occurs, and (6) whether the transaction is subject to clearing

through a clearing organization.

The offer and sale of shares of UNL, as

well as shares of each Related Public Fund, is registered under the Securities Act.

well as shares of each Related Public Fund, is registered under the 1933 Act.

UNL and the Related Public Funds are subject

to the requirements of the Securities Act, the Exchange Act and the rules and regulations adopted thereunder as administered by

to the requirements of the 1933 Act, the Exchange Act and the rules and regulations adopted thereunder as administered

Firms' participation in the distribution of shares is regulated as described above, as well as by the self-regulatory

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A futures contract is a standardized contract

traded on, or subject to the rules of, an exchange that calls for the future delivery of a specified quantity and type of a commodity

at a specified time and place.

Futures contracts are traded on a wide variety of commodities, including agricultural products,

bonds, stock indices, interest rates, currencies, energy and metals.

The size and terms of futures contracts on a particular commodity

are identical and are not subject to any negotiation, other than with respect to price and the number of contracts traded between

the buyer and seller.

traded on, or subject to the rules of, an exchange that calls for the future delivery of a specified quantity and type of

a commodity at a specified time and place.

Futures contracts are traded on a wide variety of commodities, including agricultural

products, bonds, stock indices, interest rates, currencies, energy and metals.

The size and terms of futures contracts on a particular

commodity are identical and are not subject to any negotiation, other than with respect to price and the number of contracts traded

between the buyer and seller.

The contractual obligations of a buyer

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Although U.S.

banks are regulated in various ways by

the Federal Reserve Board, the Comptroller of the Currency and other U.S.

banks are regulated in various ways

by the Federal Reserve Board, the Comptroller of the Currency and other U.S.

federal and state banking officials, banking authorities

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Regulation exempts both foreign exchange

swaps and foreign exchange forwards from the definition of “swap” and, by extension, certain regulatory requirements

swaps and foreign exchange forwards from the definition of “swap”

and, by extension, certain regulatory requirements

applicable to swaps (such as clearing and margin).

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The imposition or relaxation of exchange controls

in various jurisdictions could significantly affect the market for that and other jurisdictions’ currencies.

in various jurisdictions could significantly affect the market for that and other jurisdictions’

Trading in the

interbank market also exposes UNL to a risk of default since failure of a bank with which UNL had entered into a forward contract

would likely result in a default and thus possibly substantial losses to UNL.

interbank market also exposes UNL to a risk of default since failure of a bank with which UNL had entered into a forward

contract would likely result in a default and thus possibly substantial losses to UNL.

Options on Futures Contracts

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In some swap transactions one or both parties may require

collateral deposits from the counterparty to support that counterparty’s obligation under the swap agreement.

If the counterparty

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central counterparties.

“Clearing” refers to the process by which a trade that is bilaterally executed by two parties

“Clearing”

refers to the process by which a trade that is bilaterally executed by two parties

is submitted to a central clearing counterparty, via a clearing member (i.e., an FCM), and replaced by two mirror swaps, with the

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exempt board of trade or electronic trading facility.

Clearing organizations are also subject to the CEA and the rules and regulations

adopted thereunder and administered by the CFTC.

The CFTC is the governmental agency charged with responsibility for regulation

of futures exchanges and commodity interest trading.

The CFTC’s function is to implement the CEA’s objectives of preventing

price manipulation and excessive speculation and promoting orderly and efficient commodity interest markets.

In addition, the various

exchanges and clearing organizations themselves exercise regulatory and supervisory authority over their member firms.

Clearing organizations are also subject to the CEA and the rules and

regulations adopted thereunder and administered by the CFTC.

The CFTC is the governmental agency charged with responsibility for

regulation of futures exchanges and commodity interest trading.

The CFTC’s function is to implement the CEA’s objectives

of preventing price manipulation and excessive speculation and promoting orderly and efficient commodity interest markets.

the various exchanges and clearing organizations themselves exercise regulatory and supervisory authority over their member firms.

The CFTC also regulates the activities

of “commodity trading advisors” and “commodity pool operators” and the CFTC has adopted regulations with

respect to certain of such persons’ activities.

of “commodity trading advisors”

and “commodity pool operators”

and the CFTC has adopted regulations with

respect to certain of such persons’

Pursuant to its authority, the CFTC requires a CPO, such as USCF, to keep

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of any registrant for failure to comply with CFTC rules or regulations.

Suspension, restriction or termination of USCF’s

registration as a CPO would prevent it, until such time (if any) as such registration were to be reinstated, from managing, and

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for commodities professionals other than the exchanges.

As such, the NFA promulgates rules governing the conduct of commodity professionals

and disciplines those professionals that do not comply with such standards.

The CFTC has delegated to the NFA responsibility for

the registration of commodity pool operators.

As such, the NFA promulgates rules governing the conduct of commodity

professionals and disciplines those professionals that do not comply with such standards.

The CFTC has delegated to the NFA responsibility

for the registration of commodity pool operators.

USCF is a member of the NFA.

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relating to fair trade practices, financial condition, and consumer protection.

The CEA requires all FCMs, i.e., UNL’s

clearing brokers, to meet and maintain specified fitness and financial requirements, to segregate customer funds from proprietary

funds and account separately for all customers’ funds and positions, and to maintain specified books and records open to

funds and account separately for all customers’

funds and positions, and to maintain specified books and records open to

inspection by the staff of the CFTC.

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or membership in the NFA, in any respect indicates that the CFTC or the NFA, as the case may be, has approved or endorsed that

person or that person’s trading program or objectives.

The registrations and memberships of the parties described in this

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of the CFTC and the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.

UNL’s investors are afforded prescribed

rights for reparations under the CEA against USCF (as a registered commodity pool operator), as well as its respective employees

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Investors may also be able to maintain a private right of action for violations

The CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person may file

a complaint for a reparations award with the CFTC for violation of the CEA against a floor broker or an FCM, introducing broker,

The CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person may

file a complaint for a reparations award with the CFTC for violation of the CEA against a floor broker or an FCM, introducing broker,

commodity trading advisor, CPO, and their respective associated persons.

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in the rules and regulations of the CFTC, the NFA, the futures exchanges, clearing organizations and other regulatory bodies.

addition, with regard to any other rules that the CFTC or SEC may adopt in the future, the effect of any such regulatory changes

on UNL is impossible to predict, but it could be substantial and adverse.

In addition, with regard to any other rules that the CFTC or SEC may adopt in the future, the effect of any such regulatory

changes on UNL is impossible to predict, but it could be substantial and adverse.

Futures Contracts and Position Limits

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and sold in the United States.

As discussed above, the CFTC has proposed

to adopt limits on speculative positions in 25 physical commodity futures and option contracts as well as swaps that are economically

equivalent to such contracts in the agriculture, energy and metals markets.

The Position Limit Rules would, among other things:

identify which contracts are subject to speculative position limits;

set thresholds that restrict the size of speculative positions

that a person may hold in the spot month, other individual months, and all months combined;

create an exemption for positions that

constitute bona fide hedging transactions;

impose responsibilities on DCMs and SEFs to establish position limits or, in some cases,

position accountability rules;

and apply to both futures and swaps across four relevant venues:

OTC, DCMs, SEFs as well as certain

located platforms.

The CFTC’s first attempt at finalizing the Position Limit Rules, in 2011, was successfully challenged

by market participants in 2012 and, since then, the CFTC has re-proposed them and solicited comments from market participants multiple

At this time, it is unclear how the Position Limit Rules may affect UNL, but the effect may be substantial and adverse.

By way of example, the Position Limit Rules may negatively impact the ability of UNL to meet its investment objectives through

limits that may inhibit USCF’s ability to sell additional Creation Baskets of UNL.

See "The Commodity Interest Markets-Commodities

Regulation"

in this annual report on Form 10-K for additional information.

Until such time as the Position Limit Rules

are adopted, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions in

commodities and related derivatives.

Under that system, the CFTC enforces federal limits on speculation in nine agricultural products

(e.g., corn, wheat and soy), while futures exchanges establish and enforce position limits and accountability levels for other

agricultural products and certain energy products (e.g., oil and natural gas).

As a result, UNL may be limited with respect

to the size of its investments in any commodities subject to these limits.

Under existing and recently adopted CFTC

regulations, for the purpose of position limits, a market participant is generally required, subject to certain narrow exceptions,

to aggregate all positions for which that participant controls the trading decisions with all positions for which that participant

has a 10 percent or greater ownership interest in an account or position, as well as the positions of two or more persons acting

pursuant to an express or implied agreement or understanding with that participant.

The Aggregation Rules will also apply with

respect to the Position Limit Rules if and when such Position Limit Rules are adopted.

On October 15, 2020, the CFTC approved the Position Limits

The Position Limits Rule establishes federal position limits for 25 core referenced futures contracts (comprised of

agricultural, energy and metals futures contracts), futures and options linked to the core referenced futures contracts, and swaps

that are economically equivalent to the core referenced futures contracts.

The Position Limits Rule sets position limits for

the spot month and non-spot month;

however, the non-spot month limits only apply in respect of the agricultural futures contracts

that are currently subject to position limits under Part 150 of the CFTC regulations (the “legacy agricultural contracts”).

With respect to regulatory oversight, the Position Limits Rule delegates authority to designated contract markets and swap

execution facilities to oversee certain aspects of the position limits framework.

In addition to setting the federal position limits,

the Position Limits Rule also provides several exemptions from such position limits, including an expanded list of enumerated

bona fide hedge exemptions and certain spread exemptions.

Further, the Position Limits Rule sets forth two alternative processes

for pursuing an exemption for non-enumerated hedge positions.

Other than for the legacy agricultural contracts, compliance with

the limits imposed by the Position Limits Rule will not be required until 2022, except that economically equivalent swaps

need not comply with the Position Limits Rule until 2023.

The Benchmark Futures Contract will be subject to position

limits under the Position Limits Rule, and UNL’s trading does not qualify as an enumerated bona fide hedge.

the Position Limits Rule could negatively impact the ability of UNL to meet its investment objective by inhibiting USCF’s

ability to effectively invest the proceeds from sales of Creation Baskets of UNL in particular amounts and types of its permitted

Until such time as compliance with the Position Limits Rule is

required, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions

in commodities and related derivatives.

Under that system, the CFTC enforces federal limits on speculation in the nine legacy agricultural

contracts, while futures exchanges establish and enforce position limits and accountability levels for other agricultural products

and certain energy products (e.g., oil and natural gas).

Under existing CFTC regulations and the Position Limits Rule,

for the purpose of position limits, a market participant is generally required, subject to certain narrow exceptions, to aggregate

all positions for which that participant controls the trading decisions with all positions for which that participant has a 10% or greater ownership interest in an account or position, as well as the positions of two or more persons acting pursuant

to an express or implied agreement or understanding with that market participant (the “Aggregation Rules”).

Margin Requirements

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Original or initial margin is the minimum

amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an

open position in futures contracts.

Maintenance margin is the amount (generally less than the original margin) to which a trader’s

account may decline before he must deliver additional margin.

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It helps assure

the trader’s performance of the futures contracts that he or she purchases or sells.

Futures contracts are customarily bought

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the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract.

Brokerage firms, such as UNL’s clearing

brokers, carrying accounts for traders in commodity interest contracts may not accept lower, and generally require higher, amounts

of margin as a matter of policy to further protect themselves.

The clearing brokers require UNL to make margin deposits equal to

exchange minimum levels for all commodity interest contracts.

The clearing brokers require UNL to make margin deposits equal

to exchange minimum levels for all commodity interest contracts.

This requirement may be altered from time to time in the clearing

brokers’ discretion.

brokers’

Margin requirements are computed each day

by the relevant clearing organization and a trader’s clearing broker.

When the market value of a particular open commodity

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which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying

In October 2015, the Office of the Comptroller

of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Farm Credit Administration, and the Federal

Housing Finance Agency (each an “Agency” and, collectively, the “Agencies”) jointly adopted final rules

to establish minimum margin and capital requirements for registered swap dealers, major swap participants, security-based swap

dealers, and major security-based swap participants (“Swap Entities”) that are subject to the jurisdiction of one of

the Agencies (such entities, “Covered Swap Entities”, and the joint final rules, the “Final Margin Rules”).

The Final Margin Rules will subject non-cleared

swaps and non-cleared security-based swaps between Covered Swap Entities and Swap Entities, and between Covered Swap Entities and

financial end users that have material swaps exposure (i.e., an average daily aggregate notional of $8 billion or more in non-cleared

swaps calculated in accordance with the Final Margin Rules), to a mandatory two-way minimum initial margin requirement.

amount of the initial margin required to be posted or collected would be either the amount calculated by the Covered Swap Entity

using a standardized schedule set forth as an appendix to the Final Margin Rules, which provides the gross initial margin (as a

percentage of total notional exposure) for certain asset classes, or an internal margin model of the Covered Swap Entity conforming

to the requirements of the Final Margin Rules that is approved by the Agency having jurisdiction over the particular Covered Swap

The Final Margin Rules specify the types of collateral that may be posted or collected as initial margin for non-cleared

swaps and non-cleared security-based swaps with financial end users (generally cash, certain government, government-sponsored enterprise

securities, certain liquid debt, certain equity securities, certain eligible publicly traded debt, and gold);

and sets forth haircuts

for certain collateral asset classes.

In October 2015, the Office of the

Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Farm Credit Administration, and

the Federal Housing Finance Agency (each an “Agency”

and, collectively, the “Agencies”) jointly adopted

final rules to establish minimum margin and capital requirements for registered swap dealers, major swap participants, security-based

swap dealers, and major security-based swap participants (“Swap Entities”) that are subject to the jurisdiction of

one of the Agencies (such entities, “Covered Swap Entities”, and the joint final rules, the “Final Margin Rules”).

The Final Margin Rules will subject

non-cleared swaps and non-cleared security-based swaps between Covered Swap Entities and Swap Entities, and between Covered Swap

Entities and financial end users that have material swaps exposure (i.e., an average daily aggregate notional of $8 billion or

more in non-cleared swaps calculated in accordance with the Final Margin Rules), to a mandatory two-way minimum initial margin

The minimum amount of the initial margin required to be posted or collected would be either the amount calculated

by the Covered Swap Entity using a standardized schedule set forth as an appendix to the Final Margin Rules, which provides the

gross initial margin (as a percentage of total notional exposure) for certain asset classes, or an internal margin model of the

Covered Swap Entity conforming to the requirements of the Final Margin Rules that is approved by the Agency having jurisdiction

over the particular Covered Swap Entity.

The Final Margin Rules specify the types of collateral that may be posted or collected

as initial margin for non-cleared swaps and non-cleared security-based swaps with financial end users (generally cash, certain

government, government- sponsored enterprise securities, certain liquid debt, certain equity securities, certain eligible publicly

traded debt, and gold);

and sets forth haircuts for certain collateral asset classes.

The Final Margin Rules require minimum

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The initial margin requirements of the

Final Margin Rules are being phased in over time, and the variation margin requirements of the Final Margin Rules are currently

The Fund is not a Covered Swap Entity under the Final Margin Rules but it is a financial end-user.

Accordingly, the

Fund is currently subject to the variation margin requirements of the Final Margin Rules.

However, the Fund does not have material

swaps exposure and, accordingly, the Fund will not be subject to the initial margin requirements of the Final Margin Rules.

Final Margin Rules are being phased in over time, and the variation margin requirements of the Final Margin Rules are

currently in effect.

UNL is not a Covered Swap Entity under the Final Margin Rules but it is a financial end-user.

Accordingly, UNL

is currently subject to the variation margin requirements of the Final Margin Rules.

However, UNL does not have material swaps

exposure and, accordingly, UNL will not be subject to the initial margin requirements of the Final Margin Rules.

The Dodd-Frank Wall Street Reform and Consumer

Protection Act (the “Dodd-Frank Act”) required the CFTC and the SEC to adopt their own margin rules to apply to a limited

number of registered swap dealers, security-based swap dealers, major swap participants, and major security-based swap participants

that are not subject to the jurisdiction of one of the Agencies.

On December 16, 2015 the CFTC finalized its margin rules, which

are substantially the same as the Final Margin Rules and have the same implementation timeline.

The SEC adopted margin rules for

security-based swap dealers and major security-based swap participants on June 21, 2019.

The SEC’s margin rules are generally

aligned with the Final Margin Rules and the CFTC’s margin rules, but they differ in a few key respects relating to timing

for compliance and the manner in which initial margin must be segregated.

UNL does not currently engage in security-based swap

transactions and, therefore, the SEC’s margin rules are not expected to apply to UNL.

Protection Act (the “Dodd-Frank Act”) required the CFTC and the SEC to adopt their own margin rules to apply to

a limited number of registered swap dealers, security-based swap dealers, major swap participants, and major security-based swap

participants that are not subject to the jurisdiction of one of the Agencies.

On December 16, 2015 the CFTC finalized its

margin rules, which are substantially the same as the Final Margin Rules and have the same implementation timeline.

adopted margin rules for security-based swap dealers and major security-based swap participants on June 21, 2019.

SEC's margin rules are generally aligned with the Final Margin Rules and the CFTC's margin rules, but they differ in

a few key respects relating to timing for compliance and the manner in which initial margin must be segregated.

currently engage in security-based swap transactions and, therefore, the SEC's margin rules are not expected to apply to UNL.

Mandatory Trading and Clearing of

CFTC regulations require that certain swap

transactions be executed on organized exchanges or “swap execution facilities” and cleared through regulated clearing

organizations (“derivative clearing organizations” (“DCOs”)), if the CFTC mandates the central clearing

of a particular class of swap and such swap is “made available to trade” on a swap execution facility.

transactions be executed on organized exchanges or “swap execution facilities”

and cleared through regulated clearing

organizations (“derivative clearing organizations”

(“DCOs”)), if the CFTC mandates the central clearing

of a particular class of swap and such swap is “made available to trade”

on a swap execution facility.

Currently, swap

2 unchanged sentences

credit default swaps.

As a result, if UNL enters into an interest rate or index-based credit default swap that is subject to these

requirements, such swap will be required to be executed on a swap execution facility and centrally cleared.

Mandatory clearing

and “made available to trade” determinations with respect to additional types of swaps are expected in the future,

and, when finalized, could require UNL to electronically execute and centrally clear certain OTC instruments presently entered

into and settled on a bi-lateral basis.

If a swap is required to be cleared, initial and variation margin requirements are set

by the relevant clearing organization, subject to certain regulatory requirements and guidelines.

Additional margin may be required

and held by UNL’s FCM.

As a result, if UNL enters into an interest rate or index-based credit default swap that is subject

to these requirements, such swap will be required to be executed on a swap execution facility and centrally cleared.

clearing and “made available to trade”

determinations with respect to additional types of swaps are expected in the

future, and, when finalized, could require UNL to electronically execute and centrally clear certain OTC instruments presently

entered into and settled on a bi-lateral basis.

If a swap is required to be cleared, initial and variation margin requirements

are set by the relevant clearing organization, subject to certain regulatory requirements and guidelines.

Additional margin may

be required and held by UNL’s FCMs.

Other Requirements for Swaps

14 unchanged sentences

requirements.

UNL makes available, free of charge, on

its website, its annual reports on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and amendments

to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after

these forms are filed with, or furnished to, the SEC.

These reports are also available from the SEC through its website at:

UNL also makes available its monthly reports

and its annual reports required to be prepared and filed with the NFA under the CFTC regulations.

UNL makes available, free of charge,

on its website, its annual reports on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K

and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon

as reasonably practicable after these forms are filed with, or furnished to, the SEC.

These reports are also available from the

SEC through its website at:

UNL also makes available its monthly

reports and its annual reports required to be prepared and filed with the NFA under the CFTC regulations.

Intellectual Property

1 unchanged sentence

UNITED STATES 12 MONTH NATURAL GAS FUND (U.S.

3783071) for “Financial investment services in the field of natural

gas futures contracts, cash-settled options on natural gas futures contracts, forward contracts for natural gas, over-the-counter

transactions based on the price of natural gas, and indices based on the foregoing,” in use since November 18, 2009, and

UNL UNITED STATES 12 MONTH NATURAL GAS FUND, LP (and 12 and Flame Design) (U.S.

4440925) for “Financial investment

services in the field of natural gas futures contracts, cash-settled options on natural gas futures contracts, forward contracts

for natural gas, over-the-counter transactions based on the price of natural gas, and indices based on the foregoing,” in

use since September 30, 2012.

USCF relies upon these trademarks through which it markets its services and strives to build and

maintain brand recognition in the market and among current and potential investors.

So long as USCF continues to use these trademarks

to identify its services, without challenge from any third party, and properly maintains and renews the trademark registrations

transactions based on the price of natural gas, and indices based on the foregoing,”

in use since November 18, 2009,

and UNL UNITED STATES 12 MONTH NATURAL GAS FUND, LP (and 12 and Flame Design) (U.S.

4440925) for “Financial

investment services in the field of natural gas futures contracts, cash-settled options on natural gas futures contracts, forward

contracts for natural gas, over-the-counter transactions based on the price of natural gas, and indices based on the foregoing,”

in use since September 30, 2012.

USCF relies upon these trademarks through which it markets its services and strives to build

and maintain brand recognition in the market and among current and potential investors.

So long as USCF continues to use these

trademarks to identify its services, without challenge from any third party, and properly maintains and renews the trademark registrations

under applicable laws, rules and regulations, it will continue to have indefinite protection for these trademarks under current

2 unchanged sentences

(and Design) (U.S.

5127374) for “Fund investment services,” in use since April 10, 2016, USCF (U.S.

5040755) for “Fund investment services,” in use since June 24, 2008, and INVEST IN WHAT’S REAL (U.S.

5450808) for “Fund investment services,” in use since April 2016.

USCF relies upon these trademarks and service mark

through which it markets its services and strives to build and maintain brand recognition in the market and among current and potential

So long as USCF continues to use these trademarks to identify its services, without challenge from any third party,

and properly maintains and renews the trademark registrations under applicable laws, rules and regulations;

it will continue to

have indefinite protection for these trademarks under current laws, rules and regulations.

USCF has been granted two patents Nos.

7,739,186 and 8,019,675, for systems and methods for an exchange traded fund (ETF) that tracks the price of one or more commodities.

5127374) for “Fund investment services,”

in use since April 10, 2016, USCF (U.S.

5040755) for “Fund investment services,”

in use since June 24, 2008, and INVEST IN WHAT’S REAL

5450808) for “Fund investment services,”

in use since April 2016.

USCF relies upon these trademarks

and service mark through which it markets its services and strives to build and maintain brand recognition in the market and among

current and potential investors.

So long as USCF continues to use these trademarks to identify its services, without challenge

from any third party, and properly maintains and renews the trademark registrations under applicable laws, rules and regulations;

it will continue to have indefinite protection for these trademarks under current laws, rules and regulations.

USCF has been

granted two patents Nos.

7,739,186 and 8,019,675, for systems and methods for an exchange traded fund (ETF) that tracks the price

of one or more commodities.

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 1. Business