Financial Statements and Supplementary Data.
−Removed: United States 12
−Removed: Month Natural Gas Fund, LP
−Removed: Index to Financial
−Removed: Management’s Annual Report on Internal Control Over Financial Reporting.
+Added: United States 12 Month Natural Gas Fund,
+Added: Index to Financial Statements
+Added: Management’s Annual Report on Internal Control Over Financial Reporting.
Report of Independent Registered Public Accounting Firm.
Statements of Financial Condition at December 31, 2020 and 2019.
−Removed: Schedules of Investments at December 31, 2019 and 2018.
+Added: Schedule of Investments at December 31, 2020 and 2019.
Statements of Operations for the years ended December 31, 2020, 2019 and 2018.
2 unchanged sentences
Notes to Financial Statements for the years ended December 31, 2020, 2019 and 2018.
−Removed: Management’s Annual Report on Internal Control Over
−Removed: Financial Reporting.
−Removed: USCF assessed the effectiveness of UNL's
+Added: Management’s Annual Report on
+Added: Internal Control Over Financial Reporting.
+Added: USCF assessed the effectiveness of UNL’s
internal control over financial reporting as of December 31, 2020.
−Removed: In making this assessment, it used the criteria set forth by
−Removed: the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework (2013).
−Removed: the assessment, USCF believes that, as of December 31, 2019, UNL's internal control over financial reporting is effective.
+Added: In making this assessment, it used the criteria set forth
+Added: by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated Framework (2013).
+Added: on the assessment, USCF believes that, as of December 31, 2020, UNL’s internal control over financial reporting is effective.
REPORT OF INDEPENDENT REGISTERED PUBLIC
23 unchanged sentences
the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud.
5 unchanged sentences
Accordingly, we express no such opinion.
−Removed: Our audits of the financial statements
−Removed: included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
−Removed: fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding
−Removed: the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and
−Removed: significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: that our audits provide a reasonable basis for our opinions.
+Added: Our audits included performing procedures
+Added: to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
+Added: that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
+Added: in the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made
+Added: by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a
+Added: reasonable basis for our opinions.
+Added: Critical Audit Matters
+Added: Critical audit matters are matters arising
+Added: from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
+Added: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
+Added: subjective, or complex judgments.
+Added: We determined that there are no critical audit matters.
/s/ Spicer Jeffries LLP
4 unchanged sentences
Statements of Financial Condition
−Removed: At December 31, 2019 and 2018
+Added: At December 31, 2020 and December 31,
December 31, 2020
7 unchanged sentences
Interest receivable
+Added: Prepaid license fees
Prepaid insurance *
Liabilities and Partners' Capital
−Removed: Payable due to Broker
General Partner management fees payable (Note 3)
1 unchanged sentence
Brokerage commissions payable
−Removed: Directors' fees payable
−Removed: Insurance payable
+Added: Directors’
+Added: fees payable *
Total Liabilities
−Removed: Commitments and Contingencies (Notes 3, 4 and 5)
+Added: Commitments and Contingencies (Notes 3, 4 & 5)
Partners' Capital
−Removed: General Partner
+Added: General Partners
Limited Partners
4 unchanged sentences
Market value per share
+Added: Certain prior year amounts have been reclassified for consistency with the current presentation.
See accompanying notes to financial statements.
2 unchanged sentences
At December 31, 2020
−Removed: Unrealized Gain
−Removed: (Loss) on Open
−Removed: % of Partners'
−Removed: Open Futures Contracts - Long
+Added: Notional Amount
+Added: Number of Contracts
+Added: Value/Unrealized
+Added: Gain (Loss) on
+Added: Commodity Contracts
+Added: % of Partners' Capital
+Added: Open Commodity Futures Contracts - Long
United States Contracts
8 unchanged sentences
NYMEX Natural Gas Futures NG October 2021 contracts, expiring September 2021
−Removed: NYMEX Natural Gas Futures NG November 2020 contracts, expiring October 2020
−Removed: NYMEX Natural Gas Futures NG December 2020 contracts, expiring November 2020
+Added: NYMEX Natural Gas Fututes NG November 2021 contracts, expiring October 2021
+Added: NYMEX Natrual Gas Futures NG December 2021 contracts, expiring November 2021
NYMEX Natural Gas Futures NG January 2022 contracts, expiring December 2021
Total Open Futures Contracts *
−Removed: United States 12 Month Natural Gas Fund, LP
−Removed: Schedule of Investments (Continued)
−Removed: At December 31, 2019
+Added: Shares/Principal Amount
+Added: % of Partners' Capital
Cash Equivalents
−Removed: United States Treasury Obligations
−Removed: Treasury Bills:
−Removed: 2.05%, 1/02/2020
−Removed: 2.03%, 1/09/2020
−Removed: 2.01%, 1/16/2020
−Removed: 2.04%, 1/23/2020
−Removed: 2.02%, 1/30/2020
−Removed: 1.90%, 2/06/2020
−Removed: 1.87%, 2/13/2020
−Removed: 1.85%, 2/20/2020
−Removed: 1.85%, 2/27/2020
−Removed: 1.83%, 3/05/2020
−Removed: 1.84%, 3/19/2020
−Removed: 1.88%, 3/26/2020
−Removed: 1.70%, 4/02/2020
−Removed: 1.64%, 4/09/2020
−Removed: 1.60%, 4/16/2020
−Removed: 1.60%, 4/23/2020
−Removed: 1.59%, 4/30/2020
−Removed: 1.54%, 5/07/2020
−Removed: 1.55%, 5/14/2020
−Removed: 1.55%, 5/21/2020
−Removed: 1.58%, 5/28/2020
−Removed: 1.53%, 6/04/2020
−Removed: 1.53%, 6/11/2020
−Removed: 1.54%, 6/18/2020
−Removed: 1.57%, 6/25/2020
−Removed: Total Treasury Obligations
United States Money Market Funds
−Removed: Goldman Sachs Financial Square Funds - Government Fund - Class FS
−Removed: Morgan Stanley Institutional Liquidity Funds - Government Portfolio
−Removed: Total Money Market Funds
−Removed: Total Cash Equivalents
−Removed: Represents less than 0.005%.
−Removed: Collateral amounted to $803,973 on open futures contracts.
−Removed: See accompanying notes to financial
+Added: Government Money Market Fund - Institutional Share Class, 0.02% #
+Added: Total United States Money Market Funds
+Added: Reflects the 7-day yield at December 31, 2020.
+Added: Collateral amounted to $845,621 on open commodity futures contracts.
+Added: See accompanying notes to financial statements.
United States 12 Month Natural Gas Fund, LP
Schedule of Investments
−Removed: At December 31, 2018
+Added: December 31, 2019
Unrealized Gain
(Loss) on Open
+Added: % of Partners'
Open Futures Contracts - Long
1 unchanged sentence
NYMEX Natural Gas Futures NG February 2020 contracts, expiring January 2020
−Removed: NYMEX Natural Gas Futures NG March
−Removed: 2019 contracts, expiring February 2019
+Added: NYMEX Natural Gas Futures NG March 2020 contracts, expiring February 2020
NYMEX Natural Gas Futures NG April 2020 contracts, expiring March 2020
3 unchanged sentences
NYMEX Natural Gas Futures NG August 2020 contracts, expiring July 2020
−Removed: NYMEX Natural Gas Futures NG
−Removed: September 2019 contracts, expiring August 2019
+Added: NYMEX Natural Gas Futures NG September 2020 contracts, expiring August 2020
NYMEX Natural Gas Futures NG October 2020 contracts, expiring September 2020
−Removed: NYMEX Natural Gas Futures NG
−Removed: November 2019 contracts, expiring October 2019
+Added: NYMEX Natural Gas Futures NG November 2020 contracts, expiring October 2020
NYMEX Natural Gas Futures NG December 2020 contracts, expiring November 2020
1 unchanged sentence
Total Open Futures Contracts**
−Removed: United States 12 Month Natural Gas Fund, LP
−Removed: Schedule of Investments (Continued)
−Removed: At December 31, 2018
+Added: % of Partners'
Cash Equivalents
26 unchanged sentences
1.57%, 6/25/2020
−Removed: 2.49%, 6/27/2019
Total Treasury Obligations
4 unchanged sentences
Total Cash Equivalents
−Removed: * Collateral amounted to $596,555 on open
−Removed: futures contracts.
−Removed: See accompanying notes to financial
+Added: * Represents less than 0.005%.
+Added: ** Collateral amounted to $803,973 on open futures contracts.
+Added: See accompanying notes to financial statements.
United States 12 Month Natural Gas Fund, LP
5 unchanged sentences
Gain (loss) on trading of commodity futures contracts:
−Removed: Realized gain (loss) on closed futures contracts
−Removed: Change in unrealized gain (loss) on open futures contracts
+Added: Realized gain (loss) on closed commodity futures contracts
+Added: Change in unrealized gain (loss) on open commodity futures contracts
Dividend income
7 unchanged sentences
Total Expenses
−Removed: Expense waiver (Note 3)
+Added: Expense waiver
Net Income (Loss)
−Removed: $ (3,146,483 )
−Removed: Net income (loss) per limited partnership share
−Removed: Net income (loss) per weighted average limited partnership share
−Removed: Weighted average limited partnership shares outstanding
+Added: Net Income (Loss) per limited partner share
+Added: Net Income (Loss) per weighted average limited partner share
+Added: Weighted average limited partner shares outstanding
Interest income does not exceed paid in kind of 5%.
1 unchanged sentence
United States 12 Month Natural Gas Fund, LP
−Removed: Statements of Changes in Partners' Capital
+Added: Statement of Changes in Partners' Capital
For the years ended December 31, 2020, 2019 and 2018
−Removed: General Partner
−Removed: Balances, at December 31, 2016
−Removed: Addition of 100,000 partnership shares
−Removed: Redemption of 600,000 partnership shares
−Removed: Net income (loss)
−Removed: Balances, at December 31, 2017
−Removed: Addition of 50,000 partnership shares
−Removed: Redemption of 400,000 partnership shares
−Removed: Net income (loss)
−Removed: Balances, at December 31, 2018
−Removed: Redemption of 150,000 partnership shares
+Added: Limited Partners *
+Added: December 31, 2020
+Added: December 31, 2019
+Added: December 31, 2018
+Added: Balances at beginning of year
+Added: Addition of 550,000, –
+Added: and 50,000 partnership shares, respectively
+Added: Redemption of (–), 150,000 and 400,000 partnership shares, respectively
Net income (loss)
−Removed: Balances, at December 31, 2019
−Removed: Net Asset Value Per Share:
−Removed: At December 31, 2016
−Removed: At December 31, 2017
−Removed: At December 31, 2018
−Removed: At December 31, 2019
+Added: Balances at end of year
+Added: General Partners' shares outstanding and capital for the periods presented were zero.
See accompanying notes to financial statements.
2 unchanged sentences
For the years ended December 31, 2020, 2019 and 2018
−Removed: Year ended December 31, 2019
−Removed: Year ended December 31, 2018
−Removed: Year ended December 31, 2017
Cash Flows from Operating Activities:
Net income (loss)
−Removed: $ (3,146,483 )
−Removed: Adjustments to reconcile net income
−Removed: (loss) to net cash provided by (used in) operating activities:
−Removed: Unrealized (gain) loss on open futures contracts
+Added: Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
+Added: Change in unrealized (gain) loss on open commodity futures contracts
(Increase) decrease in receivable from General Partner
2 unchanged sentences
(Increase) decrease in prepaid insurance *
−Removed: (Increase) decrease in ETF transaction fees receivable
(Increase) decrease in other assets
12 unchanged sentences
Net Increase (Decrease) in Cash and Cash Equivalents
−Removed: Total Cash, Cash Equivalents and Equity in Trading Accounts , beginning
−Removed: Total Cash, Cash Equivalents and
−Removed: Equity in Trading Accounts , end of year
+Added: Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of year
+Added: Total Cash, Cash Equivalents and Equity in Trading Accounts, end of year
Components of Cash and Cash Equivalents:
3 unchanged sentences
Total Cash, Cash Equivalents and Equity in Trading Accounts
+Added: Certain prior year amounts have been reclassified for consistency with the current presentation.
See accompanying notes to financial statements.
United States 12 Month Natural Gas Fund, LP
−Removed: Notes to Financial Statements
+Added: Financial Statements
For the years ended December 31, 2020, 2019 and 2018
−Removed: NOTE 1 — ORGANIZATION AND BUSINESS
+Added: NOTE 1 —
+Added: ORGANIZATION AND
The United States 12 Month Natural Gas
−Removed: Fund, LP (“UNL”) was organized as a limited partnership under the laws of the state of Delaware on June 27, 2007.
−Removed: is a commodity pool that issues limited partnership shares (“shares”) that may be purchased and sold on the NYSE Arca,
−Removed: (the “NYSE Arca”).
−Removed: UNL will continue in perpetuity, unless terminated sooner upon the occurrence of one or more
−Removed: events as described in its Third Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (the “LP
−Removed: The investment objective of UNL is for the daily changes in percentage terms of its shares’ per share
−Removed: net asset value (“NAV”) to reflect the daily changes in percentage terms of the spot price of natural gas delivered
+Added: Fund, LP (“UNL”) was organized as a limited partnership under the laws of the state of Delaware on June 27, 2007.
+Added: UNL is a commodity pool that issues limited partnership shares (“shares”) that may be purchased and sold on the NYSE
+Added: (the “NYSE Arca”).
+Added: UNL will continue in perpetuity, unless terminated sooner upon the occurrence of
+Added: one or more events as described in its Third Amended and Restated Agreement of Limited Partnership dated as of December 15,
+Added: 2017 (the “LP Agreement”).
+Added: The investment objective of UNL is for the daily changes in percentage terms of its shares’
+Added: 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 12 futures contracts for natural
−Removed: gas traded on the New York Mercantile Exchange (the “NYMEX”), consisting of the near month contract to expire and the
−Removed: contracts for the following 11 months for a total of 12 consecutive months’ contracts, except when the near month contract
−Removed: is within two weeks of expiration, in which case it will be measured by the futures contracts that is the next month contract to
−Removed: expire and the contracts for the following 11 consecutive months (the “Benchmark Futures Contracts”), plus interest
−Removed: earned on UNL’s collateral holdings, less UNL’s expenses.
−Removed: UNL’s investment objective is not
−Removed: for its NAV or market price of shares to equal, in dollar terms, the spot price of natural gas or any particular futures contract
−Removed: based on natural gas, nor is UNL’s investment objective for the percentage change in its NAV to reflect the percentage
+Added: gas traded on the New York Mercantile Exchange (the “NYMEX”), consisting of the near month contract to expire and the
+Added: contracts for the following 11 months for a total of 12 consecutive months’
+Added: contracts, except when the near month contract
+Added: is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to
+Added: expire and the contracts for the following 11 consecutive months (the “Benchmark Futures Contracts”), plus interest
+Added: earned on UNL’s collateral holdings, less UNL’s expenses.
+Added: When calculating the daily movement of the average price
+Added: of the 12 contracts, each contract month is equally weighted.
+Added: UNL seeks to achieve its investment objective by investing primarily
+Added: in futures contracts for natural gas that are traded on the NYMEX, ICE Futures Europe and ICE Futures U.S.
+Added: (together, “ICE
+Added: Futures”), or other U.S.
+Added: and foreign exchanges (collectively, “Futures Contracts”) and, to a lesser extent, in
+Added: order to comply with regulatory requirements or in view of market conditions, other natural gas investments such as cash-settled
+Added: options on Futures Contracts, forward contracts for natural gas, cleared swap contracts, and non-exchange traded (“over-the-counter”
+Added: or “OTC”) transactions that are based on the price of natural gas, crude oil and other petroleum-based fuels, as well
+Added: as futures contracts for crude oil, heating oil, gasoline, and other petroleum-based fuels, Futures Contracts and indices based
+Added: on the foregoing (collectively, “Other Natural Gas-Related Investments”).
+Added: Market conditions that USCF currently anticipates
+Added: could cause UNL to invest in Other Natural Gas-Related Investments include those allowing UNL to obtain greater liquidity or to
+Added: execute transactions with more favorable pricing.
+Added: For convenience and unless otherwise specified, Futures Contracts and Other Natural
+Added: Gas-Related Investments collectively are referred to as “Natural Gas Interests”
+Added: in this annual report on Form 10-K.
+Added: In addition, USCF believes that market arbitrage opportunities
+Added: 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
+Added: per share NAV on a percentage basis.
+Added: USCF further believes that the daily changes in average of the prices of the Benchmark Futures
+Added: Contracts have historically closely tracked the daily changes in the spot price of natural gas.
+Added: USCF believes that the net effect
+Added: 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
+Added: basis will continue to closely track the daily changes in the spot price of natural gas on a percentage basis, less UNL’s
+Added: Specifically, UNL seeks to achieve its investment objective
+Added: by investing so that the average daily percentage change in UNL’s NAV for any period of 30 successive valuation days will
+Added: be within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Futures Contracts over
+Added: the same period.
+Added: Investors should be aware that UNL’s investment objective
+Added: 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
+Added: 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.
−Removed: United States Commodity Funds LLC (“USCF”),
−Removed: the general partner of UNL, believes that it is not practical to manage the portfolio to achieve such an investment goal when investing
+Added: This is because natural
+Added: market forces called contango and backwardation have impacted the total return on an investment in UNL’s shares during the
+Added: past year relative to a hypothetical direct investment in natural gas and, in the future, it is likely that the relationship between
+Added: the market price of UNL’s shares and changes in the spot prices of natural gas will continue to be so impacted by contango
+Added: and backwardation.
+Added: (It is important to note that the disclosure above ignores the potential costs associated with physically owning
+Added: and storing natural gas, which could be substantial.)
+Added: United States Commodity Funds LLC (“USCF”), the
+Added: general partner of UNL, 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).
−Removed: UNL accomplishes its objective
−Removed: through investments in futures contracts for natural gas, crude oil, diesel-heating oil, gasoline and other petroleum-based fuels
−Removed: that are traded on the NYMEX, ICE Futures or other U.S.
−Removed: and foreign exchanges (collectively, “Futures Contracts”) and
−Removed: other natural gas-related investments such as cash-settled options on Futures Contracts, forward contracts for natural gas, cleared
−Removed: swap contracts and over-the-counter (“OTC”) transactions that are based on the price of natural gas, crude oil and
−Removed: other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Natural Gas-Related
−Removed: Investments”).
−Removed: As of December 31, 2019, UNL held 145 Futures Contracts for natural gas traded on the NYMEX and did not hold
−Removed: any Futures Contracts traded on ICE Futures US.
+Added: As of December 31, 2020, UNL held 273 Futures Contracts
+Added: for natural gas traded on the NYMEX and did not hold any Futures Contracts traded on ICE Futures US.
UNL commenced investment operations on
1 unchanged sentence
USCF is responsible for the management of UNL.
−Removed: USCF is a member
−Removed: of the National Futures Association (the “NFA”) and became registered as a commodity pool operator with the Commodity
−Removed: Futures Trading Commission (the “CFTC”) effective December 1, 2005 and a swaps firm on August 8, 2013.
−Removed: the general partner of the United States Oil Fund, LP (“USO”), the United States Natural Gas Fund, LP (“UNG”),
−Removed: the United States 12 Month Oil Fund, LP (“USL”) and the United States Gasoline Fund, LP (“UGA”), which
−Removed: listed their limited partnership shares on the American Stock Exchange (the “AMEX”) under the ticker symbols “USO”
−Removed: on April 10, 2006, “UNG” on April 18, 2007, “USL” on December 6, 2007 and “UGA” on February
−Removed: 26, 2008, respectively.
−Removed: As a result of the acquisition of the AMEX by NYSE Euronext, each of USO’s, UNG’s, USL’s
−Removed: and UGA’s shares commenced trading on the NYSE Arca on November 25, 2008.
−Removed: USCF is also the general partner of the United
−Removed: States Brent Oil Fund, LP (“BNO”), which listed their limited partnership shares on the NYSE Arca under the ticker
−Removed: symbols “BNO” on June 2, 2010.
−Removed: USCF previously served as the general partner for the United States Short Oil Fund,
−Removed: LP (“DNO”) and the United States Diesel-Heating Oil Fund, LP (“UHN”), both of which were liquidated in
−Removed: USCF is also the sponsor of the United
−Removed: States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”) and the USCF Crescent
−Removed: Crypto Index Fund (“XBET”), each a series of the United States Commodity Index Funds Trust (“USCIFT”).
−Removed: USCF previously served as the sponsor for the United States Agricultural Index Fund (“USAG”) a series of USCIFT which
−Removed: was liquidated in 2018.
−Removed: XBET is currently in registration and has not commenced operations.
−Removed: USCI and CPER listed their shares on
−Removed: the NYSE Arca under the ticker symbols “USCI” on August 10, 2010 and “CPER” on November 15, 2011, respectively.
−Removed: In addition, USCF is the sponsor of the
−Removed: USCF Funds Trust, a Delaware statutory trust, and each of its series, the United States 3x Oil Fund (“USOU”) and the
−Removed: United States 3x Short Oil Fund (“USOD”), which listed their shares on the NYSE Arca on July 20, 2017 under the ticker
−Removed: symbols “USOU” and “USOD”, respectively.
−Removed: Each of USOU and USOD liquidated all of its assets and distributed
−Removed: cash pro rata to all remaining shareholders in December 2019.
−Removed: USO, UNG, UGA, UNL, USL, BNO, USCI and
−Removed: CPER are referred to collectively herein as the “Related Public Funds.”
+Added: a member of the National Futures Association (the “NFA”) and became registered as a commodity pool operator with the
+Added: Commodity Futures Trading Commission (the “CFTC”) effective December 1, 2005 and a swaps firm on August 8,
+Added: USCF is also the general partner of the United States Oil Fund,
+Added: LP (“USO”), the United States Natural Gas Fund, LP (“UNG”), the United States 12 Month Oil Fund, LP (“USL”)
+Added: and the United States Gasoline Fund, LP (“UGA”), which listed their limited partnership shares on the American Stock
+Added: Exchange (the “AMEX”) under the ticker symbols “USO”
+Added: on April 10, 2006, “UNG”
+Added: 2007, “USL”
+Added: on December 6, 2007 and “UGA”
+Added: on February 26, 2008, respectively.
+Added: As a result of
+Added: the acquisition of the AMEX by NYSE Euronext, each of USO’s, UNG’s, USL’s and UGA’s shares commenced trading
+Added: on the NYSE Arca on November 25, 2008.
+Added: USCF is also the general partner of the United States Brent Oil Fund, LP (“BNO”),
+Added: which listed its limited partnership shares on the NYSE Arca under the ticker symbol “BNO”
+Added: on June 2, 2010.
+Added: USCF is also the sponsor of the United States Commodity Index
+Added: Fund (“USCI”), the United States Copper Index Fund (“CPER”) and the USCF Crescent Crypto Index Fund (“XBET”),
+Added: each a series of the United States Commodity Index Funds Trust (“USCIFT”).
+Added: A registration statement that had been previously
+Added: filed for XBET was withdrawn on June 25, 2020.
+Added: USCI and CPER listed their shares on the NYSE Arca under the ticker symbols
+Added: “USCI”
+Added: on August 10, 2010 and “CPER”
+Added: on November 15, 2011, respectively.
+Added: USO, UNG, UGA, UNL, USL, BNO, USCI and CPER are referred to
+Added: collectively herein as the “Related Public Funds.”
UNL issues shares to certain authorized
−Removed: purchasers (“Authorized Participants”) by offering baskets consisting of 50,000 shares (“Creation Baskets”)
−Removed: through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”).
+Added: purchasers (“Authorized Participants”) by offering baskets consisting of 50,000 shares (“Creation Baskets”)
+Added: through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”).
The purchase price for a Creation
1 unchanged sentence
day the order to create the basket is properly received.
−Removed: Authorized Participants pay UNL a $350
−Removed: transaction fee for each order placed to create one or more Creation Baskets or to redeem one or more baskets (“Redemption
−Removed: Baskets”), consisting of 50,000 shares.
−Removed: Shares may be purchased or sold on a nationally recognized securities exchange in
−Removed: smaller increments than a Creation Basket or Redemption Basket.
−Removed: Shares purchased or sold on a nationally recognized securities
−Removed: exchange are not purchased or sold at the per share NAV of UNL but rather at market prices quoted on such exchange.
+Added: Authorized Participants pay a transaction fee of $350 to UNL
+Added: for each order placed to create one or more Creation Baskets or to redeem one or more baskets (“Redemption Baskets”),
+Added: consisting of 50,000 shares.
+Added: Shares may be purchased or sold on a nationally recognized securities exchange in smaller increments
+Added: than a Creation Basket or Redemption Basket.
+Added: Shares purchased or sold on a nationally recognized securities exchange are not purchased
+Added: or sold at the per share NAV of UNL but rather at market prices quoted on such exchange.
In November 2009, UNL initially registered
30,000,000 shares on Form S-1 with the U.S.
−Removed: Securities and Exchange Commission (the “SEC”).
−Removed: On November 18, 2009, UNL
−Removed: listed its shares on the NYSE Arca under the ticker symbol “UNL”.
−Removed: On that day, UNL established its initial per share
−Removed: NAV by setting the price at $50.00 and issued 200,000 shares in exchange for $10,000,000.
−Removed: UNL also commenced investment operations
−Removed: on November 18, 2009, by purchasing Futures Contracts traded on the NYMEX based on natural gas.
−Removed: As of December 31, 2019, UNL had
−Removed: registered a total of 30,000,000 shares.
−Removed: NOTE 2 — SUMMARY OF SIGNIFICANT
+Added: Securities and Exchange Commission (the “SEC”).
+Added: On November 18,
+Added: 2009, UNL listed its shares on the NYSE Arca under the ticker symbol “UNL”.
+Added: On that day, UNL established its initial
+Added: per share NAV by setting the price at $50.00 and issued 200,000 shares in exchange for $10,000,000.
+Added: UNL also commenced investment
+Added: operations on November 18, 2009, by purchasing Futures Contracts traded on the NYMEX based on natural gas.
+Added: As of December 31,
+Added: 2020, UNL had registered a total of 30,000,000 shares.
+Added: NOTE 2 —
+Added: SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
1 unchanged sentence
The financial statements have been prepared
−Removed: in conformity with accounting principles generally accepted in the United States of America ("U.S.
−Removed: GAAP") as detailed
−Removed: in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.
−Removed: UNL is an investment
−Removed: company and follows the accounting and reporting guidance in FASB Topic 946.
+Added: in conformity with U.S.
+Added: GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards
+Added: Codification.
+Added: UNL is an investment company and follows the accounting and reporting guidance in FASB Topic 946.
Revenue Recognition
3 unchanged sentences
basis and marked to market daily.
−Removed: Unrealized gains or losses on open contracts are reflected in the statements of financial
−Removed: condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement
−Removed: prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical
−Removed: commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements.
−Removed: Changes in the unrealized gains or losses between periods are reflected in the statements of operations.
−Removed: UNL earns income
−Removed: on funds held at the custodian or a futures commission merchant (“FCM”) at prevailing market rates earned on such
+Added: Unrealized gains or losses on open contracts are reflected in the statements of financial condition
+Added: and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices
+Added: for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities,
+Added: and their related options) as of the last business day of the year or as of the last date of the financial statements.
+Added: in the unrealized gains or losses between periods are reflected in the statements of operations.
+Added: UNL earns income on funds
+Added: held at the custodian or futures commission merchants (“FCMs”) at prevailing market rates earned on such investments.
Brokerage Commissions
2 unchanged sentences
UNL is not subject to federal income
−Removed: each partner reports his/her allocable share of income, gain, loss deductions or credits on his/her own income tax
+Added: each partner reports his/her allocable share of income, gain, loss deductions or credits on his/her own income tax return.
In accordance with U.S.
−Removed: GAAP, UNL is required
−Removed: to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority,
−Removed: including resolution of any tax related appeals or litigation processes, based on the technical merits of the position.
−Removed: an income tax return in the U.S.
+Added: required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing
+Added: authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position.
+Added: files an income tax return in the U.S.
federal jurisdiction and may file income tax returns in various U.S.
−Removed: UNL is not subject
−Removed: to income tax return examinations by major taxing authorities for years before 2016.
−Removed: The tax benefit recognized is measured as
−Removed: the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
−Removed: De-recognition
−Removed: of a tax benefit previously recognized results in UNL recording a tax liability that reduces net assets.
−Removed: However, UNL's conclusions
−Removed: regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going
−Removed: analysis of and changes to tax laws, regulations and interpretations thereof.
−Removed: UNL recognizes interest accrued related to unrecognized
−Removed: tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed.
−Removed: No interest expense or
−Removed: penalties have been recognized as of and for the year ended December 31, 2019.
+Added: not subject to income tax return examinations by major taxing authorities for years before 2017.
+Added: The tax benefit recognized is
+Added: measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
+Added: De-recognition of a tax benefit previously recognized results in UNL recording a tax liability that reduces net assets.
+Added: UNL’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including,
+Added: but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof.
+Added: UNL recognizes
+Added: interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable,
+Added: No interest expense or penalties have been recognized as of and for the year ended December 31, 2020.
Creations and Redemptions
−Removed: Authorized Participants may purchase
−Removed: Creation Baskets or redeem Redemption Baskets only in blocks of 50,000 shares at a price equal to the NAV of the shares calculated
+Added: Authorized Participants may purchase Creation
+Added: Baskets or redeem Redemption Baskets only in blocks of 50,000 shares at a price equal to the NAV of the shares calculated
shortly after the close of the core trading session on the NYSE Arca on the day the order is placed.
2 unchanged sentences
The amounts due from
−Removed: Authorized Participants are reflected in UNL's statements of financial condition as receivable for shares sold and amounts payable
−Removed: to Authorized Participants upon redemption are reflected as payable for shares redeemed.
−Removed: Authorized Participants pay UNL a $350 transaction fee for each order placed to create one or more Creation Baskets or to redeem
−Removed: one or more Redemption Baskets.
−Removed: Partnership Capital and Allocation of Partnership
−Removed: Income and Losses
+Added: Authorized Participants are reflected in UNL’s statements of financial condition as receivable for shares sold and amounts
+Added: payable to Authorized Participants upon redemption are reflected as payable for shares redeemed.
+Added: Authorized Participants pay UNL a
+Added: $350 transaction fee for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets.
+Added: Partnership Capital and Allocation of
+Added: Partnership Income and Losses
Profit or loss shall be allocated among
the partners of UNL in proportion to the number of shares each partner holds as of the close of each month.
−Removed: revise, alter or otherwise modify this method of allocation as described in the LP Agreement .
+Added: USCF may revise,
+Added: alter or otherwise modify this method of allocation as described in the LP Agreement.
Calculation of Per Share NAV
−Removed: UNL's per share NAV is calculated on each
−Removed: NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities and dividing that amount
−Removed: by the total number of shares outstanding.
−Removed: UNL uses the closing price for the contracts on the relevant exchange on that day to
−Removed: determine the value of contracts held on such exchange.
+Added: UNL’s per share NAV is calculated
+Added: on each NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities and dividing
+Added: that amount by the total number of shares outstanding.
+Added: UNL uses the closing price for the contracts on the relevant exchange
+Added: on that day to determine the value of contracts held on such exchange.
Net Income (Loss) Per Share
12 unchanged sentences
fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated with such offerings.
−Removed: costs are accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or
−Removed: a shorter period if warranted.
+Added: are accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter
+Added: period if warranted.
Cash Equivalents
2 unchanged sentences
Reclassification
−Removed: Certain amounts in the accompanying
−Removed: financial statements were reclassified to conform to the current presentation.
+Added: Certain amounts in the accompanying financial
+Added: statements were reclassified to conform to the current presentation.
Use of Estimates
−Removed: The preparation of financial statements
−Removed: in conformity with U.S.
−Removed: GAAP requires USCF to make estimates and assumptions that affect the reported amount of assets and liabilities
−Removed: and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue
−Removed: and expenses during the reporting period.
−Removed: Actual results may differ from those estimates and assumptions.
−Removed: NOTE 3 — FEES PAID BY THE FUND AND
−Removed: RELATED PARTY TRANSACTIONS
+Added: The preparation of financial
+Added: statements in conformity with U.S.
+Added: GAAP requires USCF to make estimates and assumptions that affect the reported amount of
+Added: assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the
+Added: reported amounts of the revenue and expenses during the reporting period.
+Added: Actual results may differ from those estimates and
+Added: NOTE 3 —
+Added: FEES PAID BY THE
+Added: FUND AND RELATED PARTY TRANSACTIONS
USCF Management Fee
3 unchanged sentences
one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to UNL.
−Removed: For these services, UNL is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.75% per
−Removed: annum of average daily total net assets.
−Removed: Ongoing Registration Fees and Other Offering Expenses
+Added: For these services, UNL is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.75% per annum of average
+Added: daily total net assets.
+Added: Ongoing Registration Fees and Other
+Added: Offering Expenses
UNL pays all costs and expenses associated
3 unchanged sentences
associated with such offer and sale.
−Removed: For the years ended December 31, 2019, 2018 and 2017, UNL did not incur registration fees
−Removed: and other offering expenses.
−Removed: Independent Directors’ and Officers’
−Removed: UNL is responsible for paying its portion
−Removed: of the directors’ and officers’ liability insurance for UNL and the Related Public Funds and the fees and expenses
−Removed: of the independent directors who also serve as audit committee members of UNL and the Related Public Funds.
−Removed: UNL shares the
−Removed: fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each Related
−Removed: Public Fund computed on a daily basis.
−Removed: These fees and expenses for the year ended December 31, 2019 were $556,951 for UNL
−Removed: and the Related Public Funds.
−Removed: UNL's portion of such fees and expenses for the year ended December 31, 2019 was $1,096.
−Removed: year ended December 31, 2018, these fees and expenses were $521,689 for UNL and the Related Public Funds.
−Removed: UNL’s portion of
−Removed: such fees and expenses for the year ended December 31, 2018 was $1,447.
−Removed: For the year ended December 31, 2017, these fees and expenses
−Removed: were $536,375 for UNL and the Related Public Funds.
−Removed: UNL’s portion of such fees and expenses for the year ended December 31,
−Removed: 2017 was $1,929.
+Added: For the years ended December 31, 2020, 2019 and 2018, UNL did not incur registration
+Added: fees and other offering expenses.
+Added: Independent Directors’
+Added: and Officers’
+Added: UNL is responsible for paying its
+Added: portion of the directors’
+Added: and officers’
+Added: liability insurance for UNL and the Related Public Funds and the fees
+Added: and expenses of the independent directors who also serve as audit committee members of UNL and the Related Public Funds.
+Added: shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets
+Added: of each Related Public Fund computed on a daily basis.
+Added: These fees and expenses for the year ending December 31, 2020
+Added: are estimated to be a total of $2,711 for UNL and, in the aggregate for UNL and the Related Public Funds, $585,896.
+Added: For the year ended December 31, 2019 these fees and expenses were $556,951 for UNL and the Related Public Funds.
+Added: UNL's portion
+Added: of such fees and expenses for the year ended December 31, 2019 was $1,096.
+Added: For the year ended December 31, 2018, these
+Added: fees and expenses were $521,689 for UNL and the Related Public Funds.
+Added: UNL’s portion of such fees and expenses for the year
+Added: ended December 31, 2018 was $1,447.
Licensing Fees
−Removed: As discussed in Note 4 below, UNL entered into a licensing agreement with the NYMEX on December 4, 2007, as amended on October
−Removed: Pursuant to the agreement, UNL and the Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee that
−Removed: is equal to 0.015% on all net assets.
−Removed: During the years ended December 31, 2019, 2018 and 2017, UNL incurred $651, $964 and $1,576,
−Removed: respectively, under this arrangement.
+Added: As discussed in Note 4 below, UNL
+Added: entered into a licensing agreement with the NYMEX on December 4, 2007, as amended on October 20, 2011.
+Added: Pursuant to the
+Added: agreement, UNL and the Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee that is equal to 0.015% on
+Added: all net assets.
+Added: During the years ended December 31, 2020, 2019 and 2018, UNL incurred $718, $651 and $964, respectively
+Added: under this arrangement.
Investor Tax Reporting Cost
−Removed: The fees and expenses associated with UNL's
+Added: The fees and expenses associated with UNL’s
audit expenses and tax accounting and reporting requirements are paid by UNL.
−Removed: These costs were approximately $77,834 for the year
−Removed: ended December 31, 2019, approximately $65,000 for the year ended December 31, 2018 and approximately $72,000 for the year ended
−Removed: December 31, 2017.
−Removed: Tax reporting costs fluctuate between years due to the number of shareholders during any given year.
−Removed: Other Expenses and Fees and Expense Waivers
+Added: These costs are estimated to be $51,400 for
+Added: the year ending December 31, 2020, approximately $77,800 for the year ended December 31, 2019 and approximately $65,000
+Added: for the year ended December 31, 2018.
+Added: Tax reporting costs fluctuate between years due to the number of shareholders during
+Added: any given year.
+Added: Other Expenses and Fees and Expense
In addition to the fees described above,
UNL pays all brokerage fees and other expenses in connection with the operation of UNL, excluding costs and expenses paid by USCF
−Removed: as outlined in Note 4 – Contracts and Agreements below.
+Added: as outlined in Note 4 –
+Added: Contracts and Agreements below.
USCF paid certain expenses on a discretionary basis typically
−Removed: borne by UNL, where expenses exceed 0.15% (15 basis points) of UNL’s NAV, on an annualized basis.
+Added: borne by UNL, where 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.
−Removed: For the year ended December 31, 2019, USCF waived $74,303 of UNL’s expenses.
−Removed: This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in Note 4
+Added: For the year ended December 31, 2020, USCF waived $60,535 of UNL’s
+Added: This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in
+Added: Note 4 –
Contracts and Agreements.
−Removed: NOTE 4 — CONTRACTS AND AGREEMENTS
+Added: NOTE 4 —
+Added: CONTRACTS AND
Marketing Agent Agreement
UNL is party to a marketing agent agreement,
−Removed: dated as of October 30, 2009, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides
−Removed: certain marketing services for UNL as outlined in the agreement.
−Removed: The fee of the Marketing Agent, which is borne by USCF, is equal
−Removed: to 0.06% on UNL's assets up to $3 billion and 0.04% on UNL's assets in excess of $3 billion.
−Removed: In no event may the aggregate compensation
−Removed: paid to the Marketing Agent and any affiliate of USCF for distribution-related services exceed 10% of the gross proceeds of UNL's
+Added: dated as of October 30, 2009, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent
+Added: provides certain marketing services for UNL as outlined in the agreement.
+Added: The fee of the Marketing Agent, which is borne by USCF,
+Added: is equal to 0.06% on UNL's assets up to $3 billion and 0.04% on UNL's assets in excess of $3 billion.
+Added: In no event may the aggregate
+Added: compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services exceed 10% of the gross proceeds
+Added: of UNL's offering.
The above fee does not include website
construction and development, which are also borne by USCF.
−Removed: Brown Brothers Harriman & Co.
−Removed: UNL is also party to a custodian
−Removed: agreement, dated November 3, 2009, as amended from time to time, with Brown Brothers Harriman & Co.
−Removed: and USCF, whereby BBH&Co.
−Removed: holds investments on behalf of UNL.
−Removed: USCF pays the fees of the custodian, which are determined
−Removed: by the parties from time to time.
−Removed: In addition, UNL is party to an administrative agency agreement, dated November 3, 2009,
−Removed: as amended from time to time, with USCF and BBH&Co., whereby BBH&Co.
−Removed: acts as the administrative agent, transfer agent and
−Removed: registrar for UNL.
−Removed: USCF also pays the fees of BBH&Co.
−Removed: for its services under such agreement and such fees are determined
−Removed: by the parties from time to time.
−Removed: Currently, USCF pays BBH&Co.
−Removed: its services, in the foregoing capacities, a minimum amount of $75,000 annually for its custody, fund accounting and fund administration
−Removed: services rendered to UNL and each of the Related Public Funds, as well as a $20,000 annual fee for its transfer agency services.
−Removed: In addition, USCF pays BBH&Co.
−Removed: an asset-based charge of (a) 0.06% for the first $500 million of the Related Public Funds’
−Removed: combined net assets, (b) 0.0465% for the Related Public Funds’ combined net assets greater than $500 million but less than
−Removed: $1 billion, and (c) 0.035% once the Related Public Funds’ combined net assets exceed $1 billion.
−Removed: The annual minimum amount
−Removed: will not apply if the asset-based charge for all accounts in the aggregate exceeds $75,000.
−Removed: USCF also pays BBH&Co.
−Removed: fees ranging from $7 to $15 per transaction.
+Added: Custody, Transfer Agency and
+Added: Fund Administration and Accounting Services Agreements
+Added: USCF engaged The Bank of New York Mellon,
+Added: a New York corporation authorized to do a banking business (“BNY Mellon”), to provide UNL and each of the
+Added: Related Public Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant to the following
+Added: agreements with BNY Mellon dated as of March 20, 2020 (together, the “BNY Mellon Agreements”), which were effective
+Added: as of April 1, 2020:
+Added: (i) a Custody Agreement;
+Added: (ii) a Fund Administration and Accounting Agreement;
+Added: Transfer Agency and Service Agreement.
+Added: USCF pays the fees of BNY Mellon for its services under the BNY Mellon Agreements and such
+Added: fees are determined by the parties from time to time.
+Added: Brown Brothers Harriman and Co.
+Added: ("BBH&Co.")
+Added: previously served as the Administrator, Custodian, Transfer Agent and Fund Accounting Agent for UNL and the Related Public
+Added: Funds prior to BNY Mellon commencing such services on April 1, 2020.
+Added: Certain fund accounting and fund administration services
+Added: rendered by BBH&Co.
+Added: to UNL and the Related Public Funds terminated on May 31, 2020 to allow for the transition to
Brokerage and Futures Commission Merchant
−Removed: On October 8, 2013, UNL entered into a
−Removed: brokerage agreement with RBC to serve as UNL's FCM effective October 10, 2013.
−Removed: The agreement with RBC requires it to provide
−Removed: services to UNL in connection with the purchase and sale of Futures Contracts and Other Natural Gas-Related Investments that
−Removed: may be purchased and sold by or through RBC for UNL's account.
−Removed: In accordance with the agreement, RBC charges UNL
−Removed: commissions of approximately $7 to $8 per round-turn trade, including applicable exchange, clearing and NFA fees for Futures
−Removed: Contracts and options on Futures Contracts.
−Removed: Such fees include those incurred when purchasing Futures Contracts and options
−Removed: on Futures Contracts when UNL issues shares as a result of a Creation Basket, as well as fees incurred when selling Futures
−Removed: Contracts and options on Futures Contracts when UNL redeems shares as a result of a Redemption Basket.
−Removed: Such fees are also
−Removed: incurred when Futures Contracts and options on Futures Contracts are purchased or redeemed for the purpose of rebalancing
+Added: UNL entered into a brokerage agreement
+Added: with RBC Capital Markets LLC (“RBC”) to serve as UNL's FCM effective October 10, 2013.
+Added: UNL has engaged
+Added: each of RCG Division of Marex Spectron ("RCG"), E D & F Man Capital Markets Inc.
+Added: ("MCM")
+Added: and Macquarie Futures USA LLC ("MFUSA") to serve as an additional FCM to UNL effective on May 28, 2020,
+Added: June 5, 2020, and December 3, 2020, respectively.
+Added: The agreements with UNL's FCMs require the FCMs to provide services
+Added: to UNL in connection with the purchase and sale of Natural Gas Futures Contracts and Other Natural Gas-Related Investments
+Added: that may be purchased and sold by or through the applicable FCM for UNL’s account.
+Added: In accordance with the FCM agreements, UNL
+Added: pays each FCM commissions of approximately $7 to $8 per round-turn trade, including applicable exchange, clearing and NFA fees
+Added: for Natural Gas Futures Contracts and options on Natural Gas Futures Contracts.
+Added: Such fees include those incurred when
+Added: purchasing Natural Gas Futures Contracts and options on Natural Gas Futures Contracts when UNL issues shares as
+Added: a result of a Creation Basket, as well as fees incurred when selling Natural Gas Futures Contracts and options on Natural
+Added: Gas Futures Contracts when UNL redeems shares as a result of a Redemption Basket.
+Added: Such fees are also incurred when Natural
+Added: Gas Futures Contracts and options on Natural Gas Futures Contracts are purchased or redeemed for the purpose of rebalancing
the portfolio.
−Removed: UNL also incurs commissions to brokers for the purchase and sale of Futures Contracts, Other Natural Gas-Related
−Removed: Investments or short-term obligations of the United States of two years or less (“Treasuries”).
−Removed: For the Year Ended
−Removed: December 31, 2019
−Removed: For the Year Ended
−Removed: December 31, 2018
−Removed: For the Year Ended
−Removed: December 31, 2017
+Added: UNL also incurs commissions to brokers for the purchase and sale of Natural Gas Futures Contracts, Other
+Added: Natural Gas-Related Investments or short-term obligations of the United States of two years or less (“Treasuries”).
Total commissions accrued to brokers
4 unchanged sentences
Percentage of commissions accrued as a result of creation and redemption activity
−Removed: The decrease in total commissions accrued
−Removed: to brokers for the year ended December 31, 2019, compared to the year ended December 31, 2018, was due primarily to a
−Removed: lower number of natural gas futures contracts being held and traded.
−Removed: The decrease in total commissions accrued to brokers
−Removed: for the year ended December 31, 2018, compared to the year ended December 31, 2017, was due primarily to lower number of futures
−Removed: contracts being held and traded.
−Removed: However, there can be no assurance that commission costs and portfolio turnover will not cause
−Removed: commission expenses to rise in future quarters.
+Added: The increase in total commissions accrued to brokers for the
+Added: year ended December 31, 2020, compared to the year ended December 31, 2019, was due primarily to a higher number of natural
+Added: gas futures contracts being held and traded.
NYMEX Licensing Agreement
−Removed: and the NYMEX entered into a licensing agreement on December 4, 2007, as amended on October 20, 2011, whereby UNL was granted
−Removed: a non-exclusive license to use certain of the NYMEX’s settlement prices and service marks.
−Removed: Under the licensing agreement,
−Removed: UNL and the Related Public Funds, other than BNO, USCI, CPER, USOU and USOD, pay the NYMEX an asset-based fee for the license,
−Removed: the terms of which are described in Note 3.
−Removed: UNL expressly disclaims any association with the NYMEX or endorsement of UNL by the
−Removed: NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered trademarks of the
−Removed: NOTE 5 — FINANCIAL INSTRUMENTS,
+Added: UNL and the NYMEX entered into a licensing agreement on December 4,
+Added: 2007, as amended on October 20, 2011, whereby UNL was granted a non-exclusive license to use certain of the NYMEX’s
+Added: settlement prices and service marks.
+Added: Under the licensing agreement, UNL and the Related Public Funds, other than BNO, USCI, CPER,
+Added: USOU and USOD, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3.
+Added: UNL expressly disclaims
+Added: any association with the NYMEX or endorsement of UNL by the NYMEX and acknowledges that “NYMEX”
+Added: and “New York
+Added: Mercantile Exchange”
+Added: are registered trademarks of the NYMEX.
+Added: NOTE 5 —
+Added: FINANCIAL INSTRUMENTS,
OFF-BALANCE SHEET RISKS AND CONTINGENCIES
−Removed: UNL may engage in the trading of
−Removed: futures contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, “derivatives”).
−Removed: exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which
−Removed: is the risk of failure by another party to perform according to the terms of a contract.
+Added: UNL may engage in the trading of futures
+Added: contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, “derivatives”).
+Added: UNL is exposed
+Added: to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which is the
+Added: risk of failure by another party to perform according to the terms of a contract.
UNL may enter into futures contracts,
−Removed: options on futures contracts and cleared swaps to gain exposure to changes in the value of an underlying commodity.
−Removed: contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of
−Removed: a commodity at a specified time and place.
−Removed: Some futures contracts may call for physical delivery of the asset, while others are
−Removed: settled in cash.
+Added: options on futures contracts, cleared swaps, and OTC-swaps to gain exposure to changes in the value of an underlying commodity.
+Added: A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and
+Added: type of a commodity at a specified time and place.
+Added: Some futures contracts may call for physical delivery of the asset, while others
+Added: are settled in cash.
The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery
2 unchanged sentences
Cleared swaps are agreements that are eligible to be cleared by a clearinghouse,
−Removed: e.g., ICE Clear Europe, and provide the efficiencies and benefits that centralized clearing on an exchange offers to traders of
−Removed: futures contracts, including credit risk intermediation and the ability to offset positions initiated with different counterparties.
+Added: e.g., ICE Clear Europe, and provide the efficiencies and benefits that centralized clearing on an exchange offers to traders
+Added: of futures contracts, including credit risk intermediation and the ability to offset positions initiated with different counterparties.
+Added: OTC swaps are entered into between two parties in private contracts.
+Added: In an OTC swap, each party bears credit risk to the other
+Added: party, i.e., the risk that the other party may not be able to perform its obligations under the OTC swap.
The purchase and sale of futures contracts,
2 unchanged sentences
loss on contract value.
−Removed: The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s
−Removed: proprietary activities.
+Added: The CEA requires FCMs to segregate all customer transactions and assets from the FCM’s proprietary
+Added: To reduce the credit risk that arises in connection with OTC swaps, UNL will generally enter into an agreement
+Added: with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc.,
+Added: which provides for the netting of its overall exposure to its counterparty.
+Added: The Master Agreement is negotiated as between the parties
+Added: and would address, among other things, the exchange of margin between the parties.
Futures contracts, options on futures contracts
8 unchanged sentences
or selling futures contracts.
+Added: As to OTC swaps, valuing OTC derivatives
+Added: is less certain than valuing actively traded financial instruments such as exchange-traded futures contracts and securities or
+Added: cleared swaps, because the price and terms on which such OTC derivatives are entered into or can be terminated are individually
+Added: negotiated, and those prices and terms may not reflect the best price or terms available from other sources.
+Added: In addition, while
+Added: market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically
+Added: are not contractually obligated to do so, particularly if they are not a party to the transaction.
+Added: As a result, it may be difficult
+Added: to obtain an independent value for an outstanding OTC derivatives transaction.
+Added: A novel strain of coronavirus (COVID-19)
+Added: outbreak was declared a pandemic by the World Health Organization on March 11, 2020.
+Added: The situation is evolving with various
+Added: cities and countries around the world responding in different ways to address the outbreak.
+Added: There are direct and indirect economic
+Added: effects developing for various industries and individual companies throughout the world.
+Added: Management will continue to monitor the
+Added: impact COVID-19 has on UNL and reflect the consequences as appropriate in UNL's accounting and financial reporting.
+Added: pandemic spread of the novel coronavirus and related geopolitical events could lead to increased market volatility, disruption
+Added: and world economies and markets and may have significant adverse effects on UNL and its investments.
All of the futures contracts held by UNL
through December 31, 2020 were exchange-traded.
−Removed: The risks associated with exchange-traded contracts are generally perceived to
−Removed: be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual
+Added: The risks associated with exchange-traded contracts are generally perceived
+Added: to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual
counterparties.
−Removed: However, in the future, if UNL were to enter into non-exchange traded contracts, it would be subject to the credit
−Removed: risk associated with counterparty non-performance.
−Removed: The credit risk from counterparty non-performance associated with such instruments
−Removed: is the net unrealized gain, if any, on the transaction.
−Removed: UNL has credit risk under its futures contracts since the sole counterparty
−Removed: to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded.
+Added: However, in the future, if UNL were to enter into non-exchange traded contracts, it would be subject to the
+Added: credit risk associated with counterparty non-performance.
+Added: The credit risk from counterparty non-performance associated with such
+Added: instruments is the net unrealized gain, if any, on the transaction.
+Added: UNL has credit risk under its futures contracts since
+Added: the sole counterparty to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant
+Added: contracts are traded.
In addition, UNL bears the risk of financial failure by the clearing broker.
−Removed: UNL's cash and other property, such
−Removed: as Treasuries, deposited with an FCM are considered commingled with all other customer funds, subject to the FCM’s segregation
−Removed: requirements.
−Removed: In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated funds available.
+Added: UNL’s cash and other property, such
+Added: as Treasuries, deposited with its FCMs are considered commingled with all other customer funds, subject to such FCM’s
+Added: segregation requirements.
+Added: In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated
+Added: funds available.
It is possible that the recovered amount could be less than the total of cash and other property deposited.
−Removed: The insolvency of an
−Removed: FCM could result in the complete loss of UNL's assets posted with that FCM;
−Removed: however, the majority of UNL's assets are held
−Removed: in investments in Treasuries, cash and/or cash equivalents with UNL's custodian and would not be impacted by the insolvency
−Removed: The failure or insolvency of UNL's custodian, however, could result in a substantial loss of UNL's assets.
−Removed: USCF invests a portion of UNL's cash
+Added: insolvency of an FCM could result in the complete loss of UNL’s assets posted with that FCM;
+Added: however, the majority of UNL’s
+Added: assets are held in investments in Treasuries, cash and/or cash equivalents with UNL’s custodian and would not be impacted
+Added: by the insolvency of an FCM.
+Added: The failure or insolvency of UNL’s custodian, however, could result in a substantial loss of
+Added: UNL’s assets.
+Added: USCF invests a portion of UNL’s cash
in money market funds that seek to maintain a stable per share NAV.
1 unchanged sentence
investment in such money market funds.
−Removed: As of December 31, 2019 and December 31, 2018, UNL held investments in money market funds
−Removed: in the amounts of $500,000 and $1,600,000, respectively.
−Removed: UNL also holds cash deposits with its custodian.
−Removed: to a written agreement with BBH&Co., uninvested overnight cash balances are swept to offshore branches of U.S.
−Removed: regulated and
−Removed: domiciled banks located in Toronto, Canada;
−Removed: London, United Kingdom;
−Removed: Grand Cayman, Cayman Islands;
−Removed: and Nassau, Bahamas;
−Removed: subject to U.S.
−Removed: regulation and regulatory oversight.
−Removed: As of December 31, 2019 and December 31, 2018, UNL held cash deposits and
−Removed: investments in Treasuries in the amounts of $3,294,705 and $4,163,922, respectively, with the custodian and FCM.
−Removed: Some or all of
−Removed: these amounts may be subject to loss should UNL's custodian and/or FCM cease operations.
+Added: As of December 31, 2020 and December 31, 2019, UNL held investments
+Added: in money market funds in the amounts of $1,000,000 and $500,000, respectively.
+Added: UNL also holds cash deposits with
+Added: its custodian.
+Added: As of December 31, 2020 and December 31, 2019, UNL held cash deposits and investments in Treasuries
+Added: in the amounts of $6,343,143 and $3,294,705 respectively, with the custodian and FCMs.
+Added: Some or all of these amounts
+Added: may be subject to loss should UNL’s custodian and/or FCMs cease operations.
For derivatives, risks arise from changes
1 unchanged sentence
Theoretically, UNL is exposed to market risk equal to the value of futures contracts
−Removed: purchased and unlimited liability on such contracts sold short.
−Removed: As both a buyer and a seller of options, UNL pays or receives a
−Removed: premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option.
−Removed: UNL's policy is to continuously monitor
+Added: purchased and unlimited liability on such contracts sold short or that the value of the futures contract could fall below zero.
+Added: As both a buyer and a seller of options, UNL pays or receives a premium at the outset and then bears the risk of unfavorable
+Added: changes in the price of the contract underlying the option.
+Added: UNL’s policy is to continuously monitor
its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting
2 unchanged sentences
with which it conducts business.
−Removed: The financial instruments held by UNL are
−Removed: reported in its statements of financial condition at market or fair value, or at carrying amounts that approximate fair value,
+Added: The financial instruments held by UNL
+Added: are reported in its statements of financial condition at market or fair value, or at carrying amounts that approximate fair value,
because of their highly liquid nature and short-term maturity.
−Removed: NOTE 6 — FINANCIAL HIGHLIGHTS
+Added: NOTE 6 —
+Added: FINANCIAL HIGHLIGHTS
The following table presents per share
1 unchanged sentence
This information has been derived from information presented in the financial statements.
−Removed: December 31, 2019
−Removed: December 31, 2018
−Removed: December 31, 2017
Per Share Operating Performance:
1 unchanged sentence
Total income (loss)
+Added: Total expenses
Net increase (decrease) in net asset value
3 unchanged sentences
Management fees
−Removed: Total expenses excluding management fees
−Removed: Expenses waived
−Removed: Net expenses excluding management fees
+Added: Expenses excluding management fees
+Added: Expense waived
+Added: Net expense excluding management fees
Net income (loss)
1 unchanged sentence
change in value during the period.
−Removed: An individual shareholder’s total return and ratio may vary from the above total returns
+Added: An individual shareholder’s total return and ratio may vary from the above total returns
and ratios based on the timing of contributions to and withdrawals from UNL.
−Removed: NOTE 7 — QUARTERLY FINANCIAL DATA
−Removed: The following summarized (unaudited) quarterly financial information
−Removed: presents the results of operations and other data for the three-month periods ended March 31, June 30, September 30 and December
−Removed: 31, 2019 and 2018.
+Added: NOTE 7 —
+Added: QUARTERLY FINANCIAL DATA (Unaudited)
+Added: The following summarized (unaudited) quarterly
+Added: financial information presents the results of operations and other data for the three-month periods ended March 31, June 30,
+Added: September 30 and December 31, 2020 and 2019.
Total Income (Loss)
8 unchanged sentences
Net Income (Loss) per Share
−Removed: NOTE 8 — FAIR VALUE OF FINANCIAL
+Added: NOTE 8 —
+Added: OF FINANCIAL INSTRUMENTS
UNL values its investments in accordance
−Removed: with Accounting Standards Codification 820 – Fair Value Measurements and Disclosures (“ASC 820”).
+Added: with Accounting Standards Codification 820 –
+Added: Fair Value Measurements and Disclosures (“ASC 820”).
ASC 820 defines
5 unchanged sentences
a fair value hierarchy that distinguishes between:
−Removed: (1) market participant assumptions developed based on market data obtained from
−Removed: sources independent of UNL (observable inputs) and (2) UNL's own assumptions about market participant assumptions developed
−Removed: based on the best information available under the circumstances (unobservable inputs).
−Removed: The three levels defined by the ASC 820
−Removed: hierarchy are as follows:
−Removed: Level I – Quoted prices (unadjusted)
−Removed: in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement
−Removed: Level II – Inputs other than quoted
+Added: (1) market participant assumptions developed based on market data obtained
+Added: from sources independent of UNL (observable inputs) and (2) UNL’s own assumptions about market participant assumptions
+Added: developed based on the best information available under the circumstances (unobservable inputs).
+Added: The three levels defined by the
+Added: ASC 820 hierarchy are as follows:
+Added: Level I –
+Added: Quoted prices (unadjusted)
+Added: in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
+Added: Level II –
+Added: Inputs other than quoted
prices included within Level I that are observable for the asset or liability, either directly or indirectly.
1 unchanged sentence
the following:
−Removed: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
−Removed: assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability,
+Added: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets
+Added: or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability,
and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated
−Removed: Level III – Unobservable pricing
+Added: Level III –
+Added: Unobservable pricing
input at the measurement date for the asset or liability.
1 unchanged sentence
that observable inputs are not available.
−Removed: In some instances, the inputs used to
−Removed: measure fair value might fall within different levels of the fair value hierarchy.
−Removed: The level in the fair value hierarchy within
−Removed: which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant
−Removed: to the fair value measurement in its entirety.
+Added: In some instances, the inputs used to measure
+Added: fair value might fall within different levels of the fair value hierarchy.
+Added: The level in the fair value hierarchy within which the
+Added: fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair
+Added: value measurement in its entirety.
The following table summarizes the valuation of UNL's securities at December 31, 2020 using the fair value hierarchy:
2 unchanged sentences
Exchange-Traded Futures Contracts
−Removed: United States
−Removed: During the year ended December 31, 2019, there were no transfers between Level I and Level II.
+Added: United States Contracts
The following table summarizes the valuation of UNL's securities at December 31, 2019 using the fair value hierarchy:
2 unchanged sentences
Exchange-Traded Futures Contracts
−Removed: United States
−Removed: During the year ended December 31, 2018, there were no transfers between Level I and Level II.
−Removed: Effective January 1, 2009, UNL adopted
−Removed: the provisions of Accounting Standards Codification 815 — Derivatives and Hedging, which require presentation of qualitative
−Removed: disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains
−Removed: and losses on derivatives.
+Added: United States Contracts
+Added: Effective January 1, 2009, UNL
+Added: adopted the provisions of Accounting Standards Codification 815 —
+Added: Derivatives and Hedging, which require presentation of
+Added: qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts
+Added: and gains and losses on derivatives.
Fair Value of Derivative Instruments
−Removed: Derivatives not Accounted for as
−Removed: Hedging Instruments
−Removed: Statements of Financial
−Removed: Condition Location
−Removed: At December 31,
−Removed: At December 31,
+Added: Derivatives not Accounted for as Hedging Instruments
+Added: Statements of
+Added: Fair Value at
+Added: Fair Value at
Futures - Commodity Contracts
The Effect of Derivative Instruments on the Statements of Operations
−Removed: the year ended
−Removed: December 31, 2019
−Removed: the year ended
−Removed: December 31, 2018
−Removed: the year ended
−Removed: December 31, 2017
−Removed: Accounted for as
−Removed: on Derivatives
−Removed: Recognized in
−Removed: on Derivatives
+Added: For the year ended
+Added: For the year ended
+Added: For the year ended
+Added: Realized gain
Recognized in
−Removed: Gain (Loss) on
+Added: Unrealized Gain
Recognized in
−Removed: on Derivatives
+Added: Realized Gain
Recognized in
−Removed: Gain (Loss) on
+Added: Unrealized Gain
Recognized in
−Removed: on Derivatives
+Added: Realized Gain
Recognized in
−Removed: Gain (Loss) on
+Added: Unrealized Gain
Recognized in
−Removed: - Commodity Contracts
−Removed: Realized gain
−Removed: (loss) on closed positions
−Removed: Change in unrealized gain
−Removed: (loss) on open positions
−Removed: $ (3,364,926 )
−Removed: NOTE 9 — RECENT ACCOUNTING PRONOUNCEMENTS
+Added: Futures - Commodity Contracts
+Added: Realized gain (loss) on closed positions
+Added: Change in unrealized gain (loss) on open positions
+Added: NOTE 9 —
+Added: RECENT ACCOUNTING
+Added: PRONOUNCEMENTS
In August 2018, the FASB issued Accounting
−Removed: Standards Update (“ASU”) No.
+Added: Standards Update (“ASU”) No.
2018-13, which changes certain fair value measurement disclosure requirements.
−Removed: ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers
−Removed: between Level 1 and Level 2 of the fair value hierarchy, and the Funds’ policy for the timing of transfers between levels.
−Removed: The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods
+Added: new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers
+Added: between Level 1 and Level 2 of the fair value hierarchy, and the Fund's policy for the timing of transfers between levels.
+Added: amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods
within those fiscal years.
−Removed: The Fund has evaluated the implications of certain provisions of the ASU and has determined that there
−Removed: will be no material impacts to the financial statements.
−Removed: NOTE 10 — SUBSEQUENT EVENTS
−Removed: UNL has performed an evaluation of subsequent
−Removed: events through the date the financial statements were issued.
−Removed: This evaluation did not result in any subsequent events that necessitated
−Removed: disclosures and/or adjustments.
−Removed: Changes in and Disagreements With Accountants on
−Removed: Accounting and Financial Disclosure.
+Added: The Fund has evaluated the implications of certain provisions of the ASU and has determined that
+Added: there will be no material impacts to the financial statements.
+Added: NOTE 10 —
+Added: SUBSEQUENT EVENTS
+Added: UNL has performed an evaluation of
+Added: subsequent events through the date the financial statements were issued.
+Added: This evaluation did not result in any subsequent events
+Added: that necessitated disclosures and/or adjustments.
+Added: Changes in and Disagreements
+Added: With Accountants on Accounting and Financial Disclosure.
Not applicable.
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.