2 unchanged sentences
UNL maintains disclosure controls and procedures
−Removed: that are designed to ensure that information required to be disclosed in UNL’s periodic reports filed or submitted under
+Added: that are designed to ensure that information required to be disclosed in UNL’s periodic reports filed or submitted under
the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified
−Removed: in the SEC’s rules and forms.
+Added: in the SEC’s rules and forms.
The duly appointed officers of USCF, including
its chief executive officer and chief financial officer, who perform functions equivalent to those of a principal executive officer
−Removed: and principal financial officer of UNL if UNL had any officers, have evaluated the effectiveness of UNL’s disclosure controls
+Added: and principal financial officer of UNL if UNL had any officers, have evaluated the effectiveness of UNL’s disclosure controls
and procedures and have concluded that the disclosure controls and procedures of UNL have been effective as of the end of the period
covered by this annual report on Form 10-K.
−Removed: Management’s Annual Report on
+Added: Management’s Annual Report on
Internal Control Over Financial Reporting
1 unchanged sentence
maintaining adequate internal control over financial reporting.
−Removed: UNL’s internal control system is designed to provide reasonable
+Added: UNL’s internal control system is designed to provide reasonable
assurance to USCF and the Board of USCF regarding the preparation and fair presentation of published financial statements.
2 unchanged sentences
effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
−Removed: report on internal control over financial reporting is set forth above under the heading, “ Management’s Annual Report
−Removed: on Internal Control Over Financial Reporting ” in Item 8 of this annual report on Form 10-K.
+Added: report on internal control over financial reporting is set forth above under the heading, “Management’s Annual Report
+Added: on Internal Control Over Financial Reporting”
+Added: in Item 8 of this annual report on Form 10-K.
Change in Internal Control Over Financial
−Removed: There were no changes in UNL’s internal
−Removed: control over financial reporting during UNL’s last fiscal quarter that have materially affected, or are reasonably likely
−Removed: to materially affect, UNL’s internal control over financial reporting.
+Added: There were no changes in UNL’s internal
+Added: control over financial reporting during UNL’s last fiscal quarter that have materially affected, or are reasonably likely
+Added: to materially affect, UNL’s internal control over financial reporting.
Other Information.
3 unchanged sentences
and a Statement of Changes in Net Asset Value.
−Removed: The account statement is furnished to the SEC on a current report on Form 8-K pursuant
−Removed: to Section 13 or 15(d) of the Exchange Act and posted each month on UNL’s website at www.uscfinvestments.com.
−Removed: Directors, Executive Officers and Corporate Governance.
+Added: The account statement is furnished to the SEC on a current report on Form 8-K
+Added: pursuant to Section 13 or 15(d) of the Exchange Act and posted each month on UNL’s website at www.uscfinvestments.com.
+Added: Directors, Executive Officers
+Added: and Corporate Governance.
Principals and Key Personnel of USCF.
−Removed: has no executive officers.
+Added: UNL has no executive officers.
Pursuant to the terms of the LP Agreement, UNL's affairs are managed by USCF.
−Removed: The following principals
−Removed: of USCF serve in the below mentioned capacities:
+Added: following principals of USCF serve in the below mentioned capacities:
Management Director, Vice President
−Removed: Andrew F Ngim
Chief Operating Officer, Management Director and Portfolio Manager
4 unchanged sentences
Portfolio Manager
−Removed: Chief Investment Officer, Portfolio Manager
+Added: Chief Investment Officer
Independent Director
4 unchanged sentences
Allen was the portfolio manager of:
−Removed: (1) UGA from February 2008 until March 2010, and then
−Removed: portfolio manager since May 2015, (2) UHN from April 2008 until March 2010, and then portfolio manager since May 2015, (3) UNL
−Removed: from November 2009 until March 2010, and then portfolio manager since May 2015.
−Removed: In addition, he has been the portfolio manager
−Removed: (1) DNO since September 2009, (2) USO and USL since March 2010, (3) BNO since June 2010, (4) UNG since May 2015, and (4) USOU
−Removed: and USOD from July 2017 to December 2019.
−Removed: Allen also has served as the portfolio manager of (1) the USCF Commodity Strategy
−Removed: Fund, a series of USCF Mutual Funds Trust, since October 2017, and (2) the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund,
−Removed: a series of the USCF ETF Trust, since May 2018.
−Removed: Allen has been a principal of USCF listed with the CFTC and NFA since March
−Removed: 2009 and has been registered as an associated person of USCF since July 2015 and from March 2008 to November 2012.
−Removed: Additionally,
+Added: (1) UGA from February 2008 until
+Added: March 2010, and then portfolio manager since May 2015, (2) UHN from April 2008 until March 2010, and then
+Added: portfolio manager since May 2015, (3) UNL from November 2009 until March 2010, and then portfolio manager since
+Added: In addition, he has been the portfolio manager of:
+Added: (1) DNO since September 2009, (2) USO and USL
+Added: since March 2010, (3) BNO since June 2010, (4) UNG since May 2015, (4) USOU and USOD from July 2017
+Added: to December 2019, and (5) the USCF Commodity Strategy Fund, a series of USCF Mutual Funds Trust, from October 2017
+Added: to March 2019.
+Added: Allen also has served as the portfolio manager of the USCF SummerHaven Dynamic Commodity Strategy
+Added: No K-1 Fund, a series of the USCF ETF Trust, since May 2018.
+Added: Allen has been a principal of USCF listed with the CFTC
+Added: and NFA since March 2009 and has been registered as an associated person of USCF since July 2015 and from March 2008
+Added: to November 2012.
+Added: Additionally, Mr.
Allen has been approved as an NFA swaps associated person of USCF since July 2015.
−Removed: As of February 2017, he also is an associated
−Removed: person and swap associated person of USCF Advisers, LLC (“USCF Advisers”).
−Removed: USCF Advisers, an affiliate of USCF, is
−Removed: an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity
−Removed: pool operator, NFA member and swap firm.
+Added: As of February 2017, he also is an associated person and swap associated person of USCF Advisers, LLC (“USCF Advisers”).
+Added: USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of
+Added: February 2017, is registered as a commodity pool operator, NFA member and swap firm.
Allen earned a B.A.
−Removed: in Economics from the University of California at Berkeley and
−Removed: holds an NFA Series 3 registration.
+Added: from the University of California at Berkeley and holds an NFA Series 3 registration.
Baum , 50, has served
−Removed: as a Portfolio Manager of USCF since March 2016 and as the Chief Investment Officer of USCF since September 1, 2016.
−Removed: Prior to joining
+Added: as the Chief Investment Officer of USCF since September 1, 2016 and as a Portfolio Manager of USCF from March 2016 to
+Added: Prior to joining USCF, Mr.
Baum temporarily retired from December 2015 to March 2016.
−Removed: Baum served as the Vice President and Senior Portfolio
−Removed: Manager for Invesco, an investment manager that manages a family of exchange-traded funds, from October 2014 through December 2015.
+Added: served as the Vice President and Senior Portfolio Manager for Invesco, an investment manager that manages a family of exchange-traded
+Added: funds, from October 2014 through December 2015.
Baum was temporarily retired from May 2012 through September 2014.
From May 1993 to April 2012, Mr.
−Removed: Baum worked as the Senior
−Removed: Portfolio Manager, Head of Commodities for OppenheimerFunds, Inc., a global asset manager.
−Removed: Baum has been approved as an NFA
−Removed: principal and associated person of USCF since April 2016 and, as of January 2017, a branch manager of USCF.
−Removed: As of February
−Removed: 2017, he also is an associated person and branch manager of USCF Advisers.
−Removed: USCF Advisers, an affiliate of USCF, is an investment
−Removed: adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator,
−Removed: NFA member and swap firm.
−Removed: Baum is a CFA Charterholder, CAIA Charterholder, earned a B.B.A.
−Removed: in Finance from Texas Tech University
−Removed: and holds an NFA Series 3 registration.
+Added: Baum worked as the Senior Portfolio Manager, Head of Commodities for OppenheimerFunds, Inc.,
+Added: a global asset manager.
+Added: Baum has been approved as an NFA principal and associated person of USCF since April 2016
+Added: and, as of January 2017, a branch manager of USCF.
+Added: As of February 2017, he also is an associated person and branch manager
+Added: of USCF Advisers.
+Added: USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of
+Added: 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm.
+Added: Baum is a CFA
+Added: Charterholder, CAIA Charterholder, earned a B.B.A.
+Added: in Finance from Texas Tech University and holds an NFA Series 3 registration.
Crumbaugh , 57,
−Removed: Chief Financial Officer, Secretary and Treasurer of USCF since May 2015 and also the Chief Financial Officer of Concierge Technologies,
−Removed: Inc., the parent of Wainwright Holdings, Inc.
−Removed: (“Wainwright”) since December 2017.
+Added: Chief Financial Officer, Secretary and Treasurer of USCF since May 2015 and also the Chief Financial Officer of Concierge
+Added: Technologies, Inc.
+Added: ("Concierge"), the parent of Wainwright Holdings, Inc.
+Added: (“Wainwright”) since
+Added: December 2017.
+Added: He is also the Treasurer and a member of the Board of Directors of Marygold & Co., a subsidiary of
+Added: Concierge, since November 2019.
In addition, Mr.
−Removed: Crumbaugh has served
−Removed: as a director of Wainwright, the parent and sole member of USCF, since December 2016.
−Removed: Crumbaugh has been a principal of USCF
−Removed: listed with the CFTC and NFA since July 1, 2015 and, as of January 2017, he is a principal of USCF Advisers.
−Removed: USCF Advisers, an
−Removed: affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is
−Removed: registered as a commodity pool operator, NFA member and swap firm.
+Added: Crumbaugh has served as a director of Wainwright, the parent and
+Added: sole member of USCF, since December 2016.
+Added: Crumbaugh has been a principal of USCF listed with the CFTC and NFA since
+Added: July 1, 2015 and, as of January 2017, he is a principal of USCF Advisers.
+Added: USCF Advisers, an affiliate of USCF, is an
+Added: investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity
+Added: pool operator, NFA member and swap firm.
Since June 2015, Mr.
−Removed: Crumbaugh has been the Treasurer and Secretary
−Removed: of USCF Advisers.
−Removed: He has served as a Management Trustee, Chief Financial Officer and Treasurer of (1) USCF ETF Trust since
−Removed: May 2015 and (2) USCF Mutual Funds Trust since October 2016.
−Removed: Crumbaugh joined USCF as the Assistant Chief Financial
−Removed: Officer on April 6, 2015.
+Added: Crumbaugh has been the Treasurer and Secretary of USCF
+Added: He has served as a Management Trustee, Chief Financial Officer and Treasurer of (1) USCF ETF Trust since May 2015
+Added: and (2) USCF Mutual Funds Trust since October 2016.
+Added: Crumbaugh joined USCF as the Assistant Chief Financial Officer
+Added: on April 6, 2015.
Prior to joining USCF, Mr.
−Removed: Crumbaugh was the Vice President Finance and Chief Financial Officer of Sikka
−Removed: Software Corporation, a software service healthcare company providing optimization software and data solutions from April 2014
+Added: Crumbaugh was the Vice President Finance and Chief Financial Officer of
+Added: Sikka Software Corporation, a software service healthcare company providing optimization software and data solutions from April 2014
to April 6, 2015.
−Removed: Crumbaugh served as a consultant providing technical accounting, IPO readiness and M&A consulting services
−Removed: to various early stage companies with the Connor Group, a technical accounting consulting firm, for the periods of January 2014
−Removed: through March 2014;
+Added: Crumbaugh served as a consultant providing technical accounting, IPO readiness and M&A
+Added: consulting services to various early stage companies with the Connor Group, a technical accounting consulting firm, for the periods
+Added: of January 2014 through March 2014;
October 2012 through November 2012;
and January 2011 through February 2011.
−Removed: From December 2012 through December
−Removed: Crumbaugh was Vice President, Corporate Controller and Treasurer of Auction.com, LLC, a residential and commercial real
−Removed: estate online auction company.
−Removed: From March 2011 through September 2012, Mr.
−Removed: Crumbaugh was Chief Financial Officer of IP Infusion
−Removed: Inc., a technology company providing network routing and switching software enabling software-defined networking solutions for
−Removed: major mobile carriers and network infrastructure providers.
−Removed: Crumbaugh earned a B.A.
−Removed: in Accounting and Business Administration
−Removed: from Michigan State University in 1987 and is a Certified Public Accountant – Michigan (inactive).
−Removed: Vice President since May 15, 2015 and Management Director since June 2005.
−Removed: Gerber served as President and Chief
−Removed: Executive Officer of USCF from June 2005 through May 15, 2015 and Chairman of the Board of Directors of USCF from June 2005
+Added: From December 2012 through December 2013, Mr.
+Added: Crumbaugh was Vice President, Corporate Controller and Treasurer of
+Added: Auction.com, LLC, a residential and commercial real estate online auction company.
+Added: From March 2011 through September 2012,
+Added: Crumbaugh was Chief Financial Officer of IP Infusion Inc., a technology company providing network routing and switching
+Added: software enabling software-defined networking solutions for major mobile carriers and network infrastructure providers.
+Added: earned a B.A.
+Added: in Accounting and Business Administration from Michigan State University in 1987 and is a Certified Public Accountant
+Added: Michigan (inactive).
+Added: Gerber , 58, Vice
+Added: President since May 15, 2015 and Management Director since June 2005.
+Added: Gerber served as President and Chief Executive
+Added: Officer of USCF from June 2005 through May 15, 2015 and Chairman of the Board of Directors of USCF from June 2005
through October 2019.
−Removed: Gerber co-founded USCF in 2005 and prior to that, he co-founded Ameristock Corporation in March
−Removed: 1995, a California-based investment adviser registered under the Investment Advisers Act of 1940 from March 1995 until
−Removed: January 2013.
+Added: Gerber co- founded USCF in 2005 and prior to that, he co-founded Ameristock Corporation in
+Added: March 1995, a California-based investment adviser registered under the Investment Advisers Act of 1940 from March 1995
+Added: until January 2013.
Since January 26, 2015, Mr.
−Removed: Gerber also has served as the Chief Executive Officer, President, and Chairman of
−Removed: the Board of Directors of Concierge Technologies, Inc.
−Removed: (“Concierge”), which is a company publicly traded under
−Removed: the ticker symbol “CNCG.” Concierge is the sole shareholder of Wainwright.
−Removed: Gerber also is the President and a
−Removed: director of Wainwright, a position he has held since March of 2004.
−Removed: From August 1995 to January 2013, Mr.
−Removed: Gerber served as
−Removed: Portfolio Manager of Ameristock Mutual Fund, Inc.
−Removed: On January 11, 2013, the Ameristock Mutual Fund, Inc.
−Removed: merged with and into
−Removed: the Drexel Hamilton Centre American Equity Fund, a series of Drexel Hamilton Mutual Funds.
−Removed: Drexel Hamilton Mutual Funds is
−Removed: not affiliated with Ameristock Corporation, the Ameristock Mutual Fund, Inc.
−Removed: Gerber also has served USCF
−Removed: Advisers on the Board of Managers from June 2013 to present, as the President from June 2013 through June 18, 2015, and as
−Removed: Vice President from June 18, 2015 to present.
−Removed: USCF Advisers, an affiliate of USCF, is an investment adviser registered under
−Removed: the Investment Advisers Act of 1940, and, since February 2017, is registered as a commodity pool operator, NFA member and
−Removed: He also has served as Chairman of the Boards of Trustees of USCF ETF Trust since 2014 and USCF Mutual Funds Trust
−Removed: since October 2016, respectively, (USCF ETF Trust and together with USCF Mutual Funds Trust are referred to as the
−Removed: “Trusts”) and each of the Trusts are investment companies registered under the Investment Company Act of 1940, as
+Added: Gerber also has served as the Chief Executive Officer, President,
+Added: and Chairman of the Board of Directors of Concierge Technologies, Inc.
+Added: (“Concierge”), which is a company publicly
+Added: traded under the ticker symbol “CNCG.”
+Added: Concierge is the sole shareholder of Wainwright.
+Added: He is also the CEO and a member
+Added: of the Board of Directors of Marygold & Co., a subsidiary of Concierge, since November 2019.
+Added: is the President and a director of Wainwright, a position he has held since March of 2004.
+Added: From August 1995 to January 2013,
+Added: Gerber served as Portfolio Manager of Ameristock Mutual Fund, Inc.
+Added: On January 11, 2013, the Ameristock Mutual
+Added: merged with and into the Drexel Hamilton Centre American Equity Fund, a series of Drexel Hamilton Mutual Funds.
+Added: Drexel Hamilton Mutual Funds is not affiliated with Ameristock Corporation, the Ameristock Mutual Fund, Inc.
+Added: also has served USCF Advisers on the Board of Managers from June 2013 to present, as the President from June 2013 through
+Added: June 18, 2015, and as Vice President from June 18, 2015 to present.
+Added: USCF Advisers, an affiliate of USCF, is an investment
+Added: adviser registered under the Investment Advisers Act of 1940, and, since February 2017, is registered as a commodity pool
+Added: operator, NFA member and swap firm.
+Added: He also has served as Chairman of the Boards of Trustees of USCF ETF Trust since 2014 and USCF
+Added: Mutual Funds Trust since October 2016, respectively, (USCF ETF Trust and together with USCF Mutual Funds Trust are referred
+Added: to as the “Trusts”) and each of the Trusts are investment companies registered under the Investment Company Act of
+Added: 1940, as amended.
In addition, Mr.
−Removed: Gerber served as the President and Chief Executive Officer of USCF ETF Trust from June 2014 until
−Removed: December 2015.
−Removed: In the above roles, Mr.
−Removed: Gerber has gained extensive experience in evaluating and retaining third-party service
−Removed: providers, including custodians, accountants, transfer agents, and distributors.
−Removed: Gerber has been a principal of USCF
−Removed: listed with the CFTC and NFA since November 2005, an NFA associate member and associated person of USCF since December 2005
−Removed: and a Branch Manager of USCF since May 2009.
−Removed: Additionally, effective as of January 2017, he is a principal of USCF Advisers
−Removed: and, effective as of February 2017, he is an associated person, swap associated person, and branch manager of USCF Advisers.
−Removed: Gerber earned an MBA degree in finance from the University of San Francisco, a B.A.
−Removed: from Skidmore College and holds an
−Removed: NFA Series 3 registration.
−Removed: Love , 48, President
−Removed: and Chief Executive Officer of USCF since May 15, 2015, Management Director of USCF since October 2016 and Chairman of the Board
−Removed: of Directors of USCF since October 2019.
+Added: Gerber served as the President and Chief Executive Officer of USCF ETF Trust from June 2014
+Added: until December 2015.
+Added: Gerber has been a principal of USCF listed with the CFTC and NFA since November 2005, an
+Added: NFA associate member and associated person of USCF since December 2005 and a Branch Manager of USCF since May 2009.
+Added: Additionally,
+Added: effective as of January 2017, he is a principal of USCF Advisers and, effective as of February 2017, he is an associated
+Added: person, swap associated person, and branch manager of USCF Advisers.
+Added: Gerber earned an MBA degree in finance from the University
+Added: of San Francisco, a B.A.
+Added: from Skidmore College and holds an NFA Series 3 registration.
+Added: President and Chief Executive Officer of USCF since May 15, 2015, Management Director of USCF since October 2016 and
+Added: Chairman of the Board of Directors of USCF since October 2019.
+Added: Love also is a director of Wainwright, a position
+Added: he has held since December 2016.
Love previously served as a Senior Portfolio Manager for the Related Public Funds
from March 2010 through May 15, 2015.
−Removed: Prior to that, while still at USCF, he was a Portfolio Manager beginning with the launch
−Removed: of USO in April 2006.
−Removed: Love was the portfolio manager of USO from April 2006 until March 2010 and the portfolio manager for
−Removed: USL from December 2007 until March 2010.
−Removed: Love has been the portfolio manager of UNG since April 2007, and the portfolio manager
−Removed: of UGA, UHN, and UNL since March 2010.
−Removed: USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment
−Removed: Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm.
−Removed: has served as on the Board of Managers of USCF Advisers since November 2016 and as its President since June 18, 2015.
−Removed: He also acted
−Removed: as co-portfolio manager of the Stock Split Index Fund, a series of the USCF ETF Trust for the period from September 2014 to December
−Removed: 2015, when he was promoted to the position of President and Chief Executive Officer of the USCF ETF Trust.
−Removed: Since October 2016 to
−Removed: present, he also has served as the President and Chief Executive of the USCF Mutual Funds Trust.
−Removed: Love also is a director of
−Removed: Wainwright, a position he has held since December 2016.
+Added: Prior to that, while still at USCF, he was a Portfolio Manager beginning with the
+Added: launch of USO in April 2006.
+Added: Love was the portfolio manager of USO from April 2006 until March 2010 and
+Added: the portfolio manager for USL from December 2007 until March 2010.
+Added: Love has been the portfolio manager of UNG
+Added: since April 2007, and the portfolio manager of UGA, UHN, and UNL since March 2010.
+Added: Love has served as on the
+Added: Board of Managers of USCF Advisers since November 2016 and as its President since June 18, 2015.
+Added: USCF Advisers, an affiliate
+Added: of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered
+Added: as a commodity pool operator, NFA member and swap firm.
+Added: He also acted as co-portfolio manager of the Stock Split Index Fund, a
+Added: series of the USCF ETF Trust for the period from September 2014 to December 2015, when he was promoted to the position
+Added: of President and Chief Executive Officer of the USCF ETF Trust.
+Added: Since October 2016 to present, he also has served as the President
+Added: and Chief Executive of the USCF Mutual Funds Trust.
Love has been a principal of USCF listed with the CFTC and NFA since
January 17, 2006.
−Removed: Love has been registered as an associated person of USCF since February 2015 and from December 1, 2005 to
−Removed: April 16, 2009.
+Added: Love has been registered as an associated person of USCF since February 2015 and from December 1,
+Added: 2005 to April 16, 2009.
Love has also been registered as a branch manager of USCF since March 2016.
−Removed: Additionally, Mr.
−Removed: Love has been
−Removed: approved as an NFA swaps associated person since February 2015.
−Removed: Love is a principal of USCF Advisers LLC as of January 2017.
−Removed: Additionally, effective as of February 2017, he is an associated person, swap associated person, and branch manager of USCF Advisers.
+Added: Additionally,
+Added: Love has been approved as an NFA swaps associated person since February 2015.
+Added: Love is a principal of USCF
+Added: Advisers LLC as of January 2017.
+Added: Additionally, effective as of February 2017, he is an associated person, swap associated
+Added: person, and branch manager of USCF Advisers.
Love earned a B.A.
−Removed: from the University of Southern California, holds an NFA Series 3 and FINRA Series 7 registrations and is
−Removed: a CFA Charterholder.
+Added: from the University of Southern California, holds an NFA
+Added: Series 3 and FINRA Series 7 registrations and is a CFA Charterholder.
Andrew F Ngim , 60, co-founded
−Removed: USCF in 2005 and has served as a Management Director since May 2005 and, since August 15, 2016, has served as the Chief Operating
−Removed: Officer of USCF.
+Added: USCF in 2005 and has served as a Management Director since May 2005 and, since August 15, 2016, has served as the Chief
+Added: Operating Officer of USCF.
Ngim has served as the portfolio manager for USCI, CPER and USAG since January 2013.
−Removed: Ngim also served
−Removed: as USCF’s Treasurer from June 2005 to February 2012.
−Removed: In addition, he has been on the Board of Managers and has served as
−Removed: the Assistant Secretary and Assistant Treasurer of USCF Advisers since its inception in June 2013.
−Removed: Prior to and concurrent with
−Removed: his services to USCF and USCF Advisers, from January 1999 to January 2013, Mr.
−Removed: Ngim served as a Managing Director for Ameristock
−Removed: Corporation, a California-based investment adviser, which he co-founded in March 1995, and was Co-Portfolio Manager of Ameristock
−Removed: Mutual Fund, Inc.
+Added: also served as USCF’s Treasurer from June 2005 to February 2012.
+Added: In addition, he has been on the Board of Managers
+Added: and has served as the Assistant Secretary and Assistant Treasurer of USCF Advisers since its inception in June 2013.
+Added: to and concurrent with his services to USCF and USCF Advisers, from January 1999 to January 2013, Mr.
+Added: as a Managing Director for Ameristock Corporation, a California-based investment adviser, which he co-founded in March 1995,
+Added: and was Co-Portfolio Manager of Ameristock Mutual Fund, Inc.
from January 2000 to January 2013.
−Removed: Ngim also served as portfolio manager of (1) the Stock Split Index Fund
−Removed: from September 2014 to October 2017, and (2) the USCF Restaurant Leaders Fund from November 2016 to October 2017, both series of
−Removed: the USCF ETF Trust.
−Removed: Ngim also serves as the portfolio manager for three funds that are series of the USCF ETF Trust:
−Removed: SummerHaven SHPEI Index Fund from December 2017 to present, (2) USCF SummerHaven SHPEN Index Fund also from December 2017 to present,
−Removed: and (3) USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund from May 2018 to present.
−Removed: Ngim serves as a Management Trustee
−Removed: (1) the USCF ETF Trust from August 2014 to the present and (2) the USCF Mutual Funds Trust from October 2016 to present.
−Removed: Ngim has been a principal of USCF listed with the CFTC and NFA since November 2005 and a principal of USCF Advisers LLC since January
−Removed: USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and,
−Removed: as of February 2017, is registered as a commodity pool operator, NFA member and swap firm.
+Added: served as portfolio manager of (a) the following series of the USCF ETF Trust:
+Added: (1) the Stock Split Index Fund from
+Added: September 2014 to October 2017, (2) the USCF Restaurant Leaders Fund from November 2016 to October 2017,
+Added: (3) USCF SummerHaven SHPEI Index Fund from December 2017 to October 2020, (4) USCF SummerHaven SHPEN Index
+Added: Fund from December 2017 to April 2020, and (b) a series of USCF Mutual Funds Trust, the USCF Commodity Strategy
+Added: Fund, from March 2017 to March 2019.
+Added: Ngim also serves as the portfolio manager for the USCF SummerHaven
+Added: Dynamic Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, from May 2018 to present.
+Added: Ngim serves as
+Added: a Management Trustee of:
+Added: (1) the USCF ETF Trust from August 2014 to the present and (2) the USCF Mutual Funds Trust
+Added: from October 2016 to present.
+Added: Ngim has been a principal of USCF listed with the CFTC and NFA since November 2005
+Added: and a principal of USCF Advisers LLC since January 2017.
+Added: USCF Advisers, an affiliate of USCF, is an investment adviser registered
+Added: under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member
+Added: and swap firm.
Ngim earned his B.A.
−Removed: from the University
−Removed: of California at Berkeley.
+Added: from the University of California at Berkeley.
Nguyen , 61, Management
1 unchanged sentence
Nguyen served on the Board of Wainwright from December 2014 to December 2016.
−Removed: co-founded USCF in 2005 and served as a Management Director until March 2012.
−Removed: Nguyen was an Investment Manager with Ribera
−Removed: Investment Management, an investment adviser registered under the Investment Advisers Act of 1940, from January 2013 to March 2015.
+Added: Nguyen co-founded USCF in 2005 and served as a Management Director until March 2012.
+Added: Nguyen was an Investment
+Added: Manager with Ribera Investment Management, an investment adviser registered under the Investment Advisers Act of 1940, from January 2013
+Added: to March 2015.
Prior to and concurrent with his services to USCF, from January 2000 to January 2013, Mr.
−Removed: Nguyen served as a Managing Principal
−Removed: for Ameristock Corporation, a California-based investment adviser registered under the Investment Advisers Act of 1940, which he
−Removed: co-founded in March 1995.
−Removed: Nguyen was a principal of USCF listed with the CFTC and NFA from November 2005 through March 2012
−Removed: and an associated person of USCF listed with the CFTC and NFA from November 2007 through March 2012.
−Removed: Nguyen has been a principal
−Removed: of USCF listed with the CFTC and NFA since July 2015 and an associated person of USCF listed with the CFTC and NFA since December
−Removed: As of February 2017, he also is an associated person of USCF Advisers.
−Removed: USCF Advisers, an affiliate of USCF, is an investment
−Removed: adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator,
−Removed: NFA member and swap firm.
−Removed: Nguyen earned his B.S.
−Removed: from California State University at Sacramento, and holds NFA Series 3 and
−Removed: FINRA Series 7 registrations.
+Added: served as a Managing Principal for Ameristock Corporation, a California-based investment adviser registered under the Investment
+Added: Advisers Act of 1940, which he co-founded in March 1995.
+Added: Nguyen was a principal of USCF listed with the CFTC and
+Added: NFA from November 2005 through March 2012 and an associated person of USCF listed with the CFTC and NFA from November 2007
+Added: through March 2012.
+Added: Nguyen has been a principal of USCF listed with the CFTC and NFA since July 2015 and an
+Added: associated person of USCF listed with the CFTC and NFA since December 2015.
+Added: As of February 2017, he also is an associated
+Added: person of USCF Advisers.
+Added: USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers
+Added: Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm.
+Added: earned his B.S.
+Added: from California State University at Sacramento, and holds NFA Series 3 and FINRA Series 7 registrations.
Yu , 62, Chief
Compliance Officer of USCF since February 2013.
−Removed: In addition, she served USCF as the General Counsel from May 2015 through April
−Removed: 2018 and the Assistant General Counsel from August 2011 through April 2015.
−Removed: Yu also served as the General Counsel of Concierge,
−Removed: the parent of Wainwright from November 2017 through December 2018.
−Removed: Yu has served as (1) Chief Compliance Officer of USCF Advisers
−Removed: and USCF ETF Trust since May 2015 and of USCF Mutual Funds Trust since October 2016, (2) Chief AML Officer of USCF ETF Trust since
−Removed: May 2015 and of USCF Mutual Funds Trust since October 2016, and (3) Chief Legal Officer of USCF Advisers and USCF ETF Trust from
−Removed: May 2015 through April 2018 and of USCF Mutual Funds Trust from October 2016 through April 2018.
+Added: In addition, she served USCF as the General Counsel from May 2015 through
+Added: April 2018 and the Assistant General Counsel from August 2011 through April 2015.
+Added: Yu also served as the
+Added: General Counsel of Concierge, the parent of Wainwright from November 2017 through December 2018.
+Added: Yu has served
+Added: as (1) Chief Compliance Officer of USCF Advisers and USCF ETF Trust since May 2015 and of USCF Mutual Funds Trust since
+Added: October 2016, (2) Chief AML Officer of USCF ETF Trust since May 2015 and of USCF Mutual Funds Trust since October 2016,
+Added: and (3) Chief Legal Officer of USCF Advisers and USCF ETF Trust from May 2015 through April 2018 and of USCF Mutual
+Added: Funds Trust from October 2016 through April 2018.
Prior to May 2015, Ms.
−Removed: the Assistant Chief Compliance Officer and AML Officer of the USCF ETF Trust.
−Removed: Since August 2013, in the case of USCF, and January
−Removed: 2017, in the case of USCF Advisers LLC, Ms.
+Added: Yu was the Assistant Chief Compliance
+Added: Officer and AML Officer of the USCF ETF Trust.
+Added: Since August 2013, in the case of USCF, and January 2017, in the case
+Added: of USCF Advisers LLC, Ms.
Yu has been a principal listed with the CFTC and NFA.
−Removed: USCF Advisers LLC, an affiliate
−Removed: of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered
−Removed: as a commodity pool operator, NFA member and swap firm.
+Added: USCF Advisers LLC, an affiliate of USCF, is
+Added: an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity
+Added: pool operator, NFA member and swap firm.
Yu earned her JD from Golden Gate University School of Law and a B.S.
−Removed: in business administration from San Francisco State University.
+Added: administration from San Francisco State University.
Ellis , 74, Independent
1 unchanged sentence
Previously, Mr.
−Removed: Ellis was a founder of International Absorbents, Inc., Director and Chairman
−Removed: since July 1985 and July 1988, respectively, and Chief Executive Officer and President since November 1996.
−Removed: He also served as Chairman
−Removed: of Absorption Corp., a wholly-owned subsidiary of International Absorbents, Inc., which is a leading developer and producer of
−Removed: environmentally friendly pet care and industrial products, from May July 1985 until July 2010 when it was sold to Kinderhook Industries,
−Removed: a private investment banking firm and remained as a director until March 2013 when Absorption Corp was sold again to J.
−Removed: & Söhne Group, a German manufacturing firm.
−Removed: Concurrent with that, he founded and has served as Chairman from November
−Removed: 2010 to present of Lupaka Gold Corp., a firm that acquires, explores, develops, and evaluates gold mining properties in Peru, South
−Removed: Ellis has his Chartered Directors designation from The Director’s College (a joint venture of McMaster University
−Removed: and The Conference Board of Canada).
−Removed: He has been a principal of USCF listed with the CFTC and NFA since November 2005.
−Removed: is an engineer and earned an MBA in international finance.
−Removed: Fobes III , 55,
−Removed: Independent Director of USCF and Chairman of USCF’s audit committee since September 2005.
−Removed: He founded and is the Chairman
−Removed: and Chief Executive Officer of Berkshire Capital Holdings, Inc., a California-based investment adviser registered under the Investment
+Added: Ellis was a founder of International Absorbents, Inc., Director
+Added: and Chairman since July 1985 and July 1988, respectively, and Chief Executive Officer and President since November 1996.
+Added: He also served as Chairman of Absorption Corp., a wholly-owned subsidiary of International Absorbents, Inc., which is a leading
+Added: developer and producer of environmentally friendly pet care and industrial products, from May July 1985 until July 2010
+Added: when it was sold to Kinderhook Industries, a private investment banking firm and remained as a director until March 2013 when
+Added: Absorption Corp was sold again to J.
+Added: Rettenmaier & Söhne Group, a German manufacturing firm.
+Added: Concurrent with that,
+Added: he founded and has served as Chairman from November 2010 to present of Lupaka Gold Corp., a firm that acquires, explores,
+Added: develops, and evaluates gold mining properties in Peru, South America.
+Added: Ellis has his Chartered Directors designation from
+Added: The Director’s College (a joint venture of McMaster University and The Conference Board of Canada).
+Added: He has been a principal
+Added: of USCF listed with the CFTC and NFA since November 2005.
+Added: Ellis is an engineer and earned an MBA in international
+Added: Fobes III , 56, Independent
+Added: Director of USCF and Chairman of USCF’s audit committee since September 2005.
+Added: He founded and is the Chairman and Chief
+Added: Executive Officer of Berkshire Capital Holdings, Inc., a California-based investment adviser registered under the Investment
Advisers Act of 1940 that has been sponsoring and providing portfolio management services to mutual funds since June 1997.
2 unchanged sentences
Since 1997, Mr.
−Removed: Fobes has also served as portfolio manager of the Berkshire Focus Fund, a mutual fund registered
−Removed: under the Investment Company Act of 1940, which concentrates its investments in the electronic technology industry.
−Removed: contributing editor of Start a Successful Mutual Fund:
+Added: Fobes has also served as portfolio manager of the Berkshire Focus Fund, a mutual fund
+Added: registered under the Investment Company Act of 1940, which concentrates its investments in the electronic technology industry.
+Added: He was also contributing editor of Start a Successful Mutual Fund:
The Step-by-Step Reference Guide to Make It Happen (JV Books,
1 unchanged sentence
He earned a B.S.
−Removed: in finance with a minor in
−Removed: economics from San Jose State University in California.
+Added: with a minor in economics from San Jose State University in California.
Robinson , 63, Independent
Director of USCF since September 2005.
−Removed: Robinson has been a Research Fellow since 1993 with the Hoover Institution, a public
−Removed: policy think tank located on the campus of Stanford University.
−Removed: He authored three books and has been published in the New York
−Removed: Times, Red Herring, and Forbes ASAP and is the editor of Can Congress Be Fixed?:
−Removed: Five Essays on Congressional Reform (Hoover Institution
−Removed: Press, 1995).
+Added: Robinson has been a Research Fellow since 1993 with the Hoover Institution,
+Added: a public policy think tank located on the campus of Stanford University.
+Added: He authored three books and has been published in the
+Added: New York Times, Red Herring, and Forbes ASAP and is the editor of Can Congress Be Fixed?:
+Added: Five Essays on Congressional Reform (Hoover
+Added: Institution Press, 1995).
Robinson has been a principal of USCF listed with the CFTC and NFA since December 2005.
−Removed: He earned an MBA from
−Removed: the Stanford University Graduate School of Business, graduated from Oxford University in 1982 after studying politics, philosophy,
−Removed: and economics and graduated summa cum laude from Dartmouth College in 1979.
+Added: He earned an MBA from the Stanford University Graduate School of Business, graduated from Oxford University in 1982 after studying
+Added: politics, philosophy, and economics and graduated summa cum laude from Dartmouth College in 1979.
The following are individual Principals,
3 unchanged sentences
Gerber, Melinda D.
−Removed: Gerber, Andrew
−Removed: F Ngim, Robert L.
+Added: Andrew F Ngim, Robert L.
Nguyen, Peter M.
5 unchanged sentences
The individuals who are Principals due to their positions are John P.
+Added: Love, Stuart P.
Crumbaugh, Nicholas D.
3 unchanged sentences
Ellis, Malcolm R.
+Added: Fobes III, Ray W.
Allen, Kevin A.
Baum and Carolyn M.
−Removed: In addition, Wainwright is a Principal because it is the sole member of
+Added: In addition, Wainwright is a Principal because it is the sole member
None of the Principals owns or has any other beneficial interest in UNL.
−Removed: Allen and Andrew F Ngim make trading
+Added: Allen and Andrew F.
+Added: Ngim make trading
and investment decisions for UNL.
−Removed: Allen and Andrew F Ngim execute trades on behalf of UNL.
+Added: Allen, Andrew F.
+Added: Ngim and Kevin Sheehan execute trades on behalf of UNL.
In addition, Nicholas D.
3 unchanged sentences
Allen, Kevin A.
−Removed: Baum, Kathryn Rooney, Maya Lowry, and Ryan Katz are registered with
−Removed: the CFTC as Associated Persons of USCF and are NFA Associate Members.
−Removed: Love and Ray W.
−Removed: Allen are also registered with the
−Removed: CFTC as Swaps Associated Persons.
+Added: Baum, Kevin Sheehan, Kathryn
+Added: Rooney, Maya Lowry, and Ryan Katz are registered with the CFTC as Associated Persons of USCF and are NFA Associate Members.
+Added: Love, Kevin A.
+Added: Baum, Kevin Sheehan and Ray W.
+Added: Allen are also registered with the CFTC as Swaps Associated Persons.
Audit Committee
4 unchanged sentences
The audit committee
−Removed: is governed by an audit committee charter that is posted on UNL’s website at www.uscfinvestments.com.
−Removed: Any shareholder of
−Removed: UNL may also obtain a printed copy of the audit committee charter, free of charge, by calling 1-800-920-0259.
+Added: is governed by an audit committee charter that is posted on UNL’s website at www.uscfinvestments.com.
+Added: Any shareholder of UNL
+Added: may also obtain a printed copy of the audit committee charter, free of charge, by calling 1-800-920-0259.
The Board has determined
2 unchanged sentences
Ellis and Fobes have accounting or related financial management expertise,
−Removed: as required by the NYSE Arca, such that each of them is considered an “Audit Committee Financial Expert” as such term
+Added: as required by the NYSE Arca, such that each of them is considered an “Audit Committee Financial Expert”
is defined in Item 407(d)(5) of Regulation S-K.
2 unchanged sentences
on behalf of UNL are not compensated by UNL, but instead by USCF, UNL does not have a compensation committee.
−Removed: Similarly, since
−Removed: the directors noted above serve on the Board of USCF, there is no nominating committee of the Board that acts on behalf of UNL.
+Added: since the directors noted above serve on the Board of USCF, there is no nominating committee of the Board that acts on behalf of
USCF believes that it is necessary for each member of the Board to possess many qualities and skills.
−Removed: USCF further believes that
−Removed: all directors should possess a considerable amount of business management and educational experience.
−Removed: When vacancies on the USCF’s
−Removed: Board occur, the members of the Board consider a candidate’s management experience as well as his/her background, stature,
+Added: USCF further believes
+Added: that all directors should possess a considerable amount of business management and educational experience.
+Added: When vacancies in USCF’s
+Added: Board occur, the members of the Board consider a candidate’s management experience as well as his/her background, stature,
conflicts of interest, integrity and ethics.
8 unchanged sentences
Governance Policy that applies to UNL and the Related Public Funds.
−Removed: UNL has posted the text of the Corporate Governance Policy
−Removed: on its website at www.uscfinvestments.com.
−Removed: Any shareholder of UNL may also obtain a printed copy of the Corporate Governance Policy,
−Removed: free of charge, by calling 1-800-920-0259.
+Added: UNL has posted the text of the Corporate Governance
+Added: Policy on its website at www.uscfinvestments.com.
+Added: Any shareholder of UNL may also obtain a printed copy of the Corporate Governance
+Added: Policy, free of charge, by calling 1-800-920-0259.
Code of Ethics
USCF has adopted a Code of Business Conduct
−Removed: and Ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal
+Added: and Ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions, and also to UNL.
−Removed: UNL has posted the text of the Code
−Removed: of Ethics on its website at www.uscfinvestments.com.
−Removed: Any shareholder of UNL may also obtain a printed copy of the Code of Ethics,
−Removed: free of charge, by calling 1-800-920-0259.
−Removed: UNL intends to disclose any amendments or waivers to the Code of Ethics applicable to
−Removed: USCF’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing
−Removed: similar functions, on its website.
+Added: UNL has posted the text of the
+Added: Code of Ethics on its website at www.uscfinvestments.com.
+Added: Any shareholder of UNL may also obtain a printed copy of the Code
+Added: of Ethics, free of charge, by calling 1-800-920-0259.
+Added: UNL intends to disclose any amendments or waivers to the Code of Ethics
+Added: applicable to USCF’s principal executive officer, principal financial officer, principal accounting officer or controller,
+Added: or persons performing similar functions, on its website.
Executive Sessions of the Non-Management
12 unchanged sentences
The Board of USCF is led by a Chairman,
−Removed: Love, who also serves as USCF’s President and Chief Executive Officer.
−Removed: The Board’s responsibilities include
−Removed: (i) the selection, evaluation, retention and succession of the Chief Executive Officer and the oversight of the selection and performance
−Removed: of other executive officers, (ii) understanding, reviewing and monitoring the implementation of strategic plans, annual operating
−Removed: plans and budgets, (iii) the selection and oversight of UNL’s independent auditors and the oversight of UNL’s financial
−Removed: statements, (iv) advising management on significant issues, (v) the review and approval of significant company actions and certain
−Removed: other matters, (vi) nominating directors and committee members and overseeing effective corporate governance and (vii) the consideration
−Removed: of other constituencies, such as USCF’s and UNL’s customers, employees, suppliers and the communities impacted by UNL.
+Added: Love, who also serves as USCF’s President and Chief Executive Officer.
+Added: The Board’s responsibilities
+Added: (i) the selection, evaluation, retention and succession of the Chief Executive Officer and the oversight of the selection
+Added: and performance of other executive officers, (ii) understanding, reviewing and monitoring the implementation of strategic
+Added: plans, annual operating plans and budgets, (iii) the selection and oversight of UNL’s independent auditors and the oversight
+Added: of UNL’s financial statements, (iv) advising management on significant issues, (v) the review and approval of significant
+Added: company actions and certain other matters, (vi) nominating directors and committee members and overseeing effective corporate
+Added: governance and (vii) the consideration of other constituencies, such as USCF’s and UNL’s customers, employees,
+Added: suppliers and the communities impacted by UNL.
The non- management directors have designated Gordon L.
−Removed: Ellis as the presiding independent director.
−Removed: Ellis’ role as the
−Removed: presiding independent director includes presiding over each executive session of the non-management directors, facilitating communications
−Removed: by shareholders and employees with the non-management directors and may also include representing the non-management directors
−Removed: with respect to certain matters as to which the views of the non-management directors are sought pursuant to UNL’s Corporate
−Removed: Governance Policy.
+Added: Ellis as the presiding independent
+Added: role as the presiding independent director includes presiding over each executive session of the
+Added: non-management directors, facilitating communications by shareholders and employees with the non-management directors and may also
+Added: include representing the non-management directors with respect to certain matters as to which the views of the non-management directors
+Added: are sought pursuant to UNL’s Corporate Governance Policy.
The Board believes that Mr.
−Removed: situated to serve as Chairman of USCF because he is the director most familiar with the business of USCF as the President and CEO
−Removed: Because of his background, he is most capable of effectively leading discussions and execution of new strategic objectives
−Removed: while facilitating information flow between USCF and the full Board, including the independent directors, which is essential to
−Removed: effective governance.
−Removed: The independent directors of USCF are actively involved in the oversight of USCF and, because of their varied
−Removed: backgrounds, provide different perspectives in connection with the oversight of USCF, UNL and the Related Public Funds.
−Removed: independent directors bring expertise from outside USCF and the commodities industry, while Mr.
−Removed: Love brings company-specific and
−Removed: industry-specific experience and expertise.
+Added: best situated to serve as Chairman of USCF because he is the director most familiar with the business of USCF as the President
+Added: and CEO of USCF.
+Added: Because of his background, he is most capable of effectively leading discussions and execution of new strategic
+Added: objectives while facilitating information flow between USCF and the full Board, including the independent directors, which is essential
+Added: to effective governance.
+Added: The independent directors of USCF are actively involved in the oversight of USCF and, because of their
+Added: varied backgrounds, provide different perspectives in connection with the oversight of USCF, UNL and the Related Public Funds.
+Added: USCF’s independent directors bring expertise from outside USCF and the commodities industry, while Mr.
+Added: Love brings company-specific
+Added: and industry-specific experience and expertise.
Risk Management
1 unchanged sentence
overseeing the management and operation of USCF, including oversight of the risks that face UNL and the Related Public Funds.
−Removed: example, the Board has adopted an Investment Policy and a Policy for Use of Derivatives.
−Removed: The policies are intended to ensure that
−Removed: USCF takes prudent and careful action while entering into and managing investments taken by UNL, including Futures Contracts or
−Removed: Other Natural Gas-Related Investments such as OTC swap contracts.
+Added: For example, the Board has adopted an Investment Policy and a Policy for Use of Derivatives.
+Added: The policies are intended to ensure
+Added: that USCF takes prudent and careful action while entering into and managing investments taken by UNL, including Futures Contracts
+Added: and Other Natural Gas-Related Investments such as OTC swap contracts.
Additionally, the policies are intended to provide assurance
1 unchanged sentence
The policies,
−Removed: among other things, limit UNL’s ability to have too high of a concentration of its assets in non-exchange traded futures
+Added: among other things, limit UNL’s ability to have too high of a concentration of its assets in non-exchange traded futures
contracts or cleared swap contracts or concentrating its investments in too few counterparties, absent prior approval from the
5 unchanged sentences
as a result of a growth in assets under management.
−Removed: For example, if position limits are imposed on UNL and the assets under management
−Removed: continue to increase, then UNL may not be able to invest solely in the Benchmark Futures Contracts and may have to invest in OTC
−Removed: swap contracts or Other Natural Gas-Related Investments as it seeks to track its benchmark.
−Removed: Other Futures Contracts in which UNL
−Removed: may invest may not track changes in the price of the Benchmark Futures Contracts.
−Removed: Other Natural Gas-Related Investments, including
−Removed: OTC swap contracts, may also expose UNL to increased counterparty credit risk and may be less liquid and more difficult to value
−Removed: than Futures Contracts.
−Removed: UNL and the Related Public Funds ameliorate the potential credit, liquidity and valuation risks by fully
−Removed: collateralizing any OTC swap contracts or other investments.
+Added: For example, if position limits are imposed on UNL and the assets under
+Added: management continue to increase, then UNL may not be able to invest solely in the Benchmark Futures Contracts and may
+Added: have to invest in OTC swap contracts or Other Natural Gas-Related Investments as it seeks to track its benchmark.
+Added: Futures Contracts in which UNL may invest may not track changes in the price of the Benchmark Futures Contracts.
+Added: Other Natural Gas-Related Investments, including OTC swap contracts, may also expose UNL to increased counterparty credit
+Added: risk and may be less liquid and more difficult to value than Futures Contracts.
+Added: UNL and the Related Public Funds ameliorate
+Added: the potential credit, liquidity and valuation risks by fully collateralizing any OTC swap contracts or other investments.
Other Information
In addition to the certifications of the
−Removed: Chief Executive Officer and Chief Financial Officer of USCF filed or furnished with this annual report on Form 10-K regarding the
−Removed: quality of UNL’s public disclosure, UNL will submit, within 30 days after filing this annual report on Form 10-K, to the
−Removed: NYSE Arca a certification of the Chief Executive Officer of USCF certifying that he is not aware of any violation by UNL of NYSE
−Removed: Arca corporate governance listing standards.
−Removed: Section 16(a) Beneficial Ownership Reporting
−Removed: Section 16(a) of the Exchange Act requires
−Removed: directors and executive officers of USCF and persons who are beneficial owners of at least 10% of UNL’s shares to file with
−Removed: the SEC an Initial Statement of Beneficial Ownership of Securities on Form 3 within 10 calendar days of first becoming a director,
−Removed: executive officer or beneficial owner of at least 10% of UNL’s shares and a Statement of Changes of Beneficial Ownership
−Removed: of Securities on Form 4 within 2 business days of a subsequent acquisition or disposition of shares of UNL.
−Removed: To UNL’s knowledge,
−Removed: based upon a review of copies of reports furnished to it with respect to the fiscal year ended December 31, 2019 and upon the written
−Removed: representations of the directors and executive officers of USCF, all of such persons have filed all required reports.
+Added: Chief Executive Officer and Chief Financial Officer of USCF filed or furnished with this annual report on Form 10-K regarding
+Added: the quality of UNL’s public disclosure, UNL will submit, within 30 days after filing this annual report on Form 10-K,
+Added: to the NYSE Arca a certification of the Chief Executive Officer of USCF certifying that he is not aware of any violation by UNL
+Added: of NYSE Arca corporate governance listing standards.
Executive Compensation.
13 unchanged sentences
earned during the year ended December 31, 2020, by the directors of USCF.
−Removed: UNL’s portion of the aggregate fees paid for director’s
−Removed: fees and insurance for the year ended December 31, 2019 was $1,096.
+Added: UNL’s portion of the aggregate fees paid for
+Added: director’s fees and insurance for the year ended December 31, 2020 was $2,711.
Incentive Plan
+Added: Pension Value
Management Directors
2 unchanged sentences
Fobes III (1)
−Removed: Fobes serves as chairman of the audit committee of USCF and receives additional compensation
−Removed: from USCF, in recognition of the additional responsibilities he has undertaken in this role.
−Removed: Security Ownership of Certain Beneficial Owners
−Removed: and Management and Related Stockholder Matters.
+Added: Fobes serves as chairman of the audit committee of USCF and receives additional compensation from USCF, in recognition of the additional responsibilities he has undertaken in this role.
+Added: Security Ownership of Certain
+Added: Beneficial Owners and Management and Related Stockholder Matters.
None of the directors or executive officers
of USCF own any shares of UNL.
−Removed: In addition, UNL is not aware of any 5% holder of its shares.
−Removed: Certain Relationships and Related Transactions,
−Removed: and Director Independence.
+Added: In addition, UNL is not aware of any 5% holder of its shares as of February 10, 2021.
+Added: Certain Relationships and Related
+Added: Transactions, and Director Independence.
Certain Relationships and Related Transactions
−Removed: UNL has and will continue to have certain
−Removed: relationships with USCF and its affiliates.
−Removed: However, there have been no direct financial transactions between UNL and the directors
−Removed: or officers of USCF that have not been disclosed herein.
−Removed: See “Item 11.
−Removed: Executive Compensation” and “Item
−Removed: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Any transaction
+Added: UNL has and will continue to have
+Added: certain relationships with USCF and its affiliates.
+Added: However, there have been no direct financial transactions between UNL
+Added: and the directors or officers of USCF that have not been disclosed herein.
+Added: See “Item 11.
+Added: Executive Compensation”
+Added: “Item 12.
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
+Added: Any transaction
with a related person that must be disclosed in accordance with SEC Regulation S-K item 404(a), including financial transactions
−Removed: by UNL with directors or executive officers of USCF or holders of beneficial interests in USCF or UNL of more than 5%, will be
−Removed: subject to the provisions regarding “Resolutions of Conflicts of Interest;
−Removed: Standard of Care” as set forth in Section
−Removed: 7.7 of the LP Agreement and will be reviewed and approved by the audit committee of the Board of USCF.
+Added: by UNL with directors or executive officers of USCF or holders of beneficial interests in USCF or UNL of more than 5%,
+Added: will be subject to the provisions regarding “Resolutions of Conflicts of Interest;
+Added: Standard of Care”
+Added: as set forth in
+Added: Section 7.7 of the LP Agreement and will be reviewed and approved by the audit committee of the Board of USCF.
Director Independence
−Removed: In February 2017, the Board undertook a
−Removed: review of the independence of the directors of USCF and considered whether any director has a material relationship or other arrangement
−Removed: with USCF, UNL, or the Related Public Funds that could compromise his ability to exercise independent judgment in carrying out
−Removed: his responsibilities.
+Added: In February 2017, the Board undertook
+Added: a review of the independence of the directors of USCF and considered whether any director has a material relationship or other
+Added: arrangement with USCF, UNL or the Related Public Funds that could compromise his ability to exercise independent judgment
+Added: in carrying out his responsibilities.
As a result of this review, the Board determined that each of Messrs.
−Removed: Fobes, Ellis and Robinson is an “independent
−Removed: director,” as defined under the rules of NYSE Arca.
−Removed: Principal Accountant Fees and Services.
−Removed: The fees for services billed to UNL by
−Removed: its independent auditors for the last two fiscal years are as follows:
+Added: Fobes, Ellis and
+Added: Robinson is an “independent director,”
+Added: as defined under the rules of NYSE Arca.
+Added: Principal Accountant Fees and
+Added: The fees for services billed to UNL
+Added: by its independent auditors for the last two fiscal years are as follows:
Audit-related fees
1 unchanged sentence
Audit fees consist of fees paid to Spicer
−Removed: Jeffries LLP for (i) the audit of UNL’s annual financial statements included in the annual report on Form 10-K, and review
−Removed: of financial statements included in the quarterly reports on Form 10-Q and certain of UNL’s current reports on Form 8-K;
−Removed: (ii) the audit of UNL’s internal control over financial reporting included in the annual report on Form 10-K;
−Removed: and (iii) services
−Removed: that are normally provided by the Independent Registered Public Accountants in connection with statutory and regulatory filings
−Removed: of registration statements.
+Added: Jeffries LLP for (i) the audit of UNL’s annual financial statements included in the annual report on Form 10-K,
+Added: and review of financial statements included in the quarterly reports on Form 10-Q and certain of UNL’s current reports
+Added: (ii) the audit of UNL’s internal control over financial reporting included in the annual report on
+Added: and (iii) services that are normally provided by the Independent Registered Public Accountants in connection
+Added: with statutory and regulatory filings of registration statements.
Tax fees consist of fees paid to Spicer
1 unchanged sentence
The audit committee has established policies
−Removed: and procedures which are intended to control the services provided by UNL’s independent auditors and to monitor their continuing
+Added: and procedures which are intended to control the services provided by UNL’s independent auditors and to monitor their continuing
independence.
Under these policies and procedures, no audit or permitted non-audit services (including fees and terms thereof),
−Removed: except for the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, may be undertaken
−Removed: by UNL’s independent auditors unless the engagement is specifically pre-approved by the audit committee.
−Removed: The audit committee
−Removed: may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to
−Removed: grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals
−Removed: must be presented to the full audit committee at its next scheduled meeting.
+Added: except for the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, may
+Added: be undertaken by UNL’s independent auditors unless the engagement is specifically pre-approved by the audit committee.
+Added: audit committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including
+Added: the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to
+Added: grant pre-approvals must be presented to the full audit committee at its next scheduled meeting.
Exhibits and Financial Statement Schedules.
See Index to Financial Statements on page 60.
−Removed: No financial statement schedules are filed herewith because (i) such schedules are not required
−Removed: or (ii) the information required has been presented in the aforementioned financial statements.
+Added: No financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information
+Added: required has been presented in the aforementioned financial statements.
Exhibits required to be filed by Item 601 of Regulation S-K.
Exhibit Index
−Removed: Listed below are the exhibits which are
−Removed: filed or furnished as part of this annual report on Form 10-K (according to the number assigned to them in Item 601 of Regulation
+Added: Listed below are the exhibits which are filed or furnished as
+Added: part of this annual report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K):
Description of Document
3 unchanged sentences
Description of Securities.
−Removed: Authorized Participant Agreement.
+Added: of Authorized Participant Agreement.
Marketing Agent Agreement.
1 unchanged sentence
Second Amendment Agreement to the Marketing Agent Agreement.
−Removed: Custodian Agreement.
−Removed: Amendment Agreement to the Custodian Agreement.
−Removed: Administrative Agency Agreement.
−Removed: Amendment Agreement to the Administrative Agency Agreement.
Third Amendment to License Agreement between United States Commodity Funds LLC and New York Mercantile Exchange, Inc.
+Added: Form of Custody Agreement with The Bank of New York Mellon.
+Added: Form of Transfer Agency and Service Agreement with The Bank of New York Mellon.
+Added: Form of Fund Administration and Accounting Agreement with Administrative Agency Agreement with The Bank of New York Mellon
+Added: Form of Futures and Cleared Derivatives Transactions Customer Account Agreement with RBC Capital Markets LLC.
+Added: Form of Commodity Futures Customer Agreement with RCG Division of Marex Spectron.
+Added: Form of Customer Agreement with E D & F Man Capital Markets Inc.
+Added: Form of Customer Agreement with Macquarie Futures USA LLC.
Consent of Independent Registered Public Accounting Firm.
9 unchanged sentences
XBRL Taxonomy Extension Presentation Linkbase.
−Removed: (1) Incorporated by reference to Registrant’s Registration Statement on Form S-1 (File No.
+Added: Incorporated by reference to Registrant’s Registration Statement on Form S-1 (File No.
333-144409) filed on July 6, 2007.
−Removed: (2) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the Year ended December
−Removed: 31, 2012, filed on March 26, 2013.
−Removed: (3) Incorporated by reference to Registrant’s Pre-Effective Amendment No.
−Removed: 3 to the Registration
−Removed: Statement on Form S-1 (File No.
+Added: Incorporated by reference to Registrant’s Annual Report on Form 10-K for the Year ended December 31, 2012, filed on March 26, 2013.
+Added: Incorporated by reference to Registrant’s Pre-Effective Amendment No.
+Added: 3 to the Registration Statement on Form S-1 (File No.
333-144409) filed on November 2, 2009.
−Removed: (4) Incorporated by reference to Registrant’s Pre-Effective Amendment No.
−Removed: 2 to the Registration
−Removed: Statement on Form S-1 (File No.
+Added: Incorporated by reference to Registrant’s Pre-Effective Amendment No.
+Added: 2 to the Registration Statement on Form S-1 (File No.
333-144409) filed on September 24, 2009.
−Removed: (5) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the Quarter ended
−Removed: June 30, 2012, filed on August 14, 2012.
−Removed: (6) Incorporated by reference to Registrant’s report on Form 8-K filed on December 15, 2017.
−Removed: (7) Incorporated by reference to Registrant’s report on Form 8-K filed on October 24, 2011.
−Removed: (8) Incorporated by reference to Registrant’s Annual Report on Form 10-K for the Year ended December
−Removed: 31, 2015, filed on March 24, 2016.
+Added: Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2012, filed on August 14, 2012.
+Added: Incorporated by reference to Registrant’s report on Form 8-K filed on December 15, 2017.
+Added: Incorporated by reference to Registrant’s report on Form 8-K filed on October 24, 2011.
+Added: Incorporated by reference to Registrant’s Annual Report on Form 10-K for the Year ended December 31, 2015, filed on March 24, 2016.
+Added: Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on March 30, 2020.
+Added: Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on October 10, 2013.
+Added: Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on May 29, 2020.
+Added: Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on June 9, 2020.
+Added: Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on December 7, 2020.
+Added: Incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 20, 2020.
Filed herewith.
Pursuant to the requirements
−Removed: of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
−Removed: by the undersigned thereunto duly authorized.
+Added: of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
+Added: on its behalf by the undersigned thereunto duly authorized.
United States 12 Month Natural Gas Fund, LP (Registrant)
3 unchanged sentences
March 5, 2021
−Removed: /s/ Stuart P.
Chief Financial Officer
1 unchanged sentence
March 5, 2021
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
+Added: Pursuant to the requirements of Section 13
+Added: or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
+Added: Registrant in the capacities and on the dates indicated.
Title (Capacity)
20 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.