What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-01 compared with 2022-03-04 · 44 added, 50 removed, 467 unchanged (17% of the section changed)

52 unchanged sentences

Unrealized gain (loss) on open commodity futures contracts

( 8,419,740 )

Receivable from General Partner (Note 3)

30 unchanged sentences

NYMEX Natural Gas Futures NG February 2023 contracts, expiring January 2023

( 1,714,750 )

NYMEX Natural Gas Futures NG March 2023 contracts, expiring February 2023

( 1,388,150 )

NYMEX Natural Gas Futures NG April 2023 contracts, expiring March 2023

9 unchanged sentences

Total Open Futures Contracts*

( 8,419,740 )

Shares/Principal

% of Partners’

Cash Equivalents

United States Money Market Funds

Goldman Sachs Financial Square Government Fund - Institutional Shares, 0.03 % #

Government Money Market Fund - Institutional Shares, 0.03 % #

Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 4.12 % #

Total United States Money Market Funds

20 unchanged sentences

NYMEX Natural Gas Futures NG October 2022 contracts, expiring September 2022

NYMEX Natural Gas Fututes NG November 2021 contracts, expiring October 2021

NYMEX Natrual Gas Futures NG December 2021 contracts, expiring November 2021

NYMEX Natural Gas Futures NG November 2022 contracts, expiring October 2022

NYMEX Natural Gas Futures NG December 2022 contracts, expiring November 2022

NYMEX Natural Gas Futures NG January 2023 contracts, expiring December 2022

1 unchanged sentence

Shares/Principal

% of Partners’

Cash Equivalents

United States Money Market Funds

Government Money Market Fund - Institutional Share Class, 0.02 % #

Goldman Sachs Financial Square Government Fund - Institutional Shares, 0.03 % #

Government Money Market Fund - Institutional Shares, 0.03 % #

Total United States Money Market Funds

11 unchanged sentences

Change in unrealized gain (loss) on open commodity futures contracts

( 8,968,249 )

Dividend income

38 unchanged sentences

(Increase) decrease in prepaid insurance *

(Increase) decrease in other assets

Increase (decrease) in payable due to Broker

Increase (decrease) in General Partner management fees payable

2 unchanged sentences

Increase (decrease) in directors’ fees payable *

Increase (decrease) in insurance payable

(Increase) decrease in prepaid license fees

Net cash provided by (used in) operating activities

5 unchanged sentences

Net cash provided by (used in) financing activities

( 1,454,651 )

Net Increase (Decrease) in Cash and Cash Equivalents

( 1,969,217 )

Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of year

16 unchanged sentences

The investment objective of UNL is for the daily changes in percentage terms of its shares’ per share net asset value (“NAV”) to reflect the daily changes in percentage terms of the 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 gas traded on the New York Mercantile Exchange (the “NYMEX”), consisting of the near month contract to expire and the contracts for the following 11 months for a total of 12 consecutive months’ contracts, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire and the contracts for the following 11 consecutive months (the “Benchmark Futures Contracts”), plus interest earned on UNL’s collateral holdings, less UNL’s expenses.

UNL seeks to achieve its investment objective by investing so that the average daily percentage change in UNL’s NAV for any period of 30 successive valuation days will be within plus/minus ten percent ( 10 )% of the average daily percentage change in the price of the Benchmark Futures Contracts over the same period.

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

1 unchanged sentence

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

and foreign exchanges (collectively, “Futures Contracts”) and, to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other natural gas investments such as cash-settled options on Futures Contracts, forward contracts for natural gas, cleared swap contracts, and non-exchange traded (“over-the-counter” or “OTC”) transactions that are based on the price of natural gas, crude oil and other petroleum-based fuels, as well as futures contracts for crude oil, heating oil, gasoline, and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Natural Gas-Related Investments”).

Market conditions that USCF currently anticipates could cause UNL to invest in Other Natural Gas-Related Investments include those allowing UNL to obtain greater liquidity or to execute transactions with more favorable pricing.

and foreign exchanges (collectively, “Futures Contracts”) and, to a lesser extent, in order to comply with regulatory requirements, risk mitigation measures, liquidity requirements, or in view of market conditions, other natural gas investments such as cash-settled options on Futures Contracts, forward contracts for natural gas, cleared swap contracts, and non-exchange traded (“over-the-counter” or “OTC”) transactions that are based on the price of natural gas, crude oil and other petroleum-based fuels, as well as futures contracts for crude oil, heating oil, gasoline, and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Natural Gas-Related Investments”).

Market conditions that USCF currently anticipates could cause UNL to invest in Other Natural Gas-Related Investments include, but are not limited to, those allowing UNL to obtain greater liquidity or to execute transactions with more favorable pricing.

For convenience and unless otherwise specified, Futures Contracts and Other Natural Gas-Related Investments collectively are referred to as “Natural Gas Interests” in the notes to the financial statements.

2 unchanged sentences

USCF believes that the net effect of these two expected relationships will be that the daily changes in the price of UNL’s shares on the NYSE Arca on a percentage basis will continue to closely track the daily changes in the spot price of natural gas on a percentage basis, less UNL’s expenses.

Specifically, UNL seeks to achieve its investment objective by investing so that the average daily percentage change in UNL’s NAV for any period of 30 successive valuation days will be within plus/minus ten percent (10)% of the average daily percentage change in the price of the Benchmark Futures Contracts over the same period.

Investors should be aware that UNL’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of natural gas or any particular futures contract based on natural gas nor is UNL’s investment objective for the percentage change in its NAV to reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day.

12 unchanged sentences

USCI and CPER listed their shares on the NYSE Arca under the ticker symbols “USCI” on August 10, 2010 and “CPER” on November 15, 2011, respectively.

USO, UNG, UGA, USL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”

UNL, USO, UNG, UGA, USL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”

UNL issues shares to certain authorized purchasers (“Authorized Participants”) by offering baskets consisting of 50,000 shares (“Creation Baskets”) through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”).

9 unchanged sentences

As of December 31, 2022, UNL had registered a total of 30,000,000 shares.

Commencing with the registration statement that went effective on April 26, 2022, UNL has an unlimited number of shares registered and available for sale.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

All such transactions are recorded on the identified cost basis and marked to market daily.

Unrealized gains or losses on open contracts are

reflected in the statements of financial condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements.

Unrealized gains or losses on open contracts are reflected in the statements of financial condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements.

Changes in the unrealized gains or losses between periods are reflected in the statements of operations.

28 unchanged sentences

The weighted average number of shares outstanding was computed for purposes of disclosing net income (loss) per weighted average share.

The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for

shares added and redeemed based on the amount of time the shares were outstanding during such period.

The weighted average shares are equal to the number of shares outstanding at the end of the period, adjusted proportionately for shares added and redeemed based on the amount of time the shares were outstanding during such period.

There were no shares held by USCF at December 31, 2022.

19 unchanged sentences

These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale.

For the years ended December 31, 2021, 2020 and 2019, UNL did not incur registration fees and other offering expenses.

For the years ended December 31, 2022, 2021 and 2020, UNL did no t incur registration fees and other offering expenses.

Independent Directors’ and Officers’ Expenses

UNL is responsible for paying its portion of the directors’ and officers’ liability insurance for UNL and the Related Public Funds and the fees and expenses of the independent directors who also serve as audit committee members of UNL and the Related Public Funds.

UNL shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed on a daily basis.

These fees and expenses for the year ending December 31, 2021 totaled of $ 12,755 for UNL and, in the aggregate for UNL and the Related Public Funds, $ 1,081,963 .

UNL is responsible for paying its portion of the directors’ and officers’ liability insurance for UNL and the other Related Public Funds and the fees and expenses of the independent directors who also serve as audit committee members of UNL and the other Related Public Funds.

UNL shares the fees and expenses on a pro rata basis with each other Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed on a daily basis.

These fees and expenses for the year ending December 31, 2022 totaled $ 14,201 for UNL and, in the aggregate for UNL and the other Related Public Funds, $ 1,258,000 .

For the year ended December 31, 2021 these fees and expenses were $ 1,081,963 for UNL and the Related Public Funds.

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

UNL’s portion of such fees and

expenses for the year ended December 31, 2021 was $ 12,755 .

For the year ended December 31, 2020, these fees and expenses were $ 585,896 for UNL and the Related Public Funds.

2 unchanged sentences

As discussed in Note 4 below, UNL entered into a licensing agreement with the NYMEX on December 4, 2007, as amended on October 20, 2011.

Pursuant to the agreement, UNL and the Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee that is equal to 0.015 % on all net assets.

Pursuant to the agreement, UNL and the other Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee that is equal to 0.015 % on all net assets.

During the years ended December 31, 2022, 2021 and 2020, UNL incurred $ 5,325 , $ 1,716 and $ 718 , respectively under this arrangement.

6 unchanged sentences

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 as outlined in Note 4 - Contracts and Agreements below .

USCF paid certain expenses on a discretionary basis typically borne by UNL, where expenses exceed 0.15% (15 basis points) of UNL's NAV, on an annualized basis.

USCF previously paid certain expenses on a discretionary basis typically 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.

4 unchanged sentences

UNL is party to a marketing agent agreement, dated as of October 30, 2009, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides certain marketing services for UNL as outlined in the agreement.

The fee of the Marketing Agent, which is borne by USCF, 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.

The fee of the Marketing Agent through September 30, 2022, which is borne by USCF, was 0.06 % on UNL’s assets up to $ 3 billion and 0.04 % on UNL’s assets in excess of $ 3 billion.

The agreement with the Marketing Agent has been amended and, commencing October 1, 2022, the fee of the Marketing Agent, which is calculated daily and payable monthly and borne by USCF, is equal to 0.025 % of UNL’s total net assets.

In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services exceed 10 % of the gross proceeds of UNL’s offering.

1 unchanged sentence

Custody, Transfer Agency and Fund Administration and Accounting Services Agreements

USCF engaged The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”), to provide UNL and each of the Related Public Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant to the following agreements with BNY Mellon dated as of March 20, 2020 (together, the “BNY Mellon Agreements”), which were effective as of April 1, 2020:

USCF engaged The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”), to provide UNL and each of the other Related Public Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant to the following agreements with BNY Mellon dated as of March 20, 2020 (together, the “BNY Mellon Agreements”), which were effective as of April 1, 2020:

(i) a Custody Agreement;

2 unchanged sentences

USCF pays the fees of BNY Mellon for its services under the BNY Mellon Agreements and such fees are determined by the parties from time to time.

Brown Brothers Harriman and Co.

(“BBH&Co.”) previously served as the Administrator, Custodian, Transfer Agent and Fund Accounting Agent for UNL and the Related Public Funds prior to BNY Mellon commencing such services on April 1, 2020.

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

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

Brokerage and Futures Commission Merchant Agreements

UNL entered into a brokerage agreement with RBC Capital Markets LLC (“RBC”) to serve as UNL’s FCM effective October 10, 2013.

UNL has engaged each of RCG Division of Marex Spectron (“RCG”), E D & F Man Capital Markets Inc.

(“MCM”) and Macquarie Futures USA LLC (“MFUSA”) to serve as an additional FCM to UNL effective on May 28, 2020, June 5, 2020, and December 3, 2020, respectively.

UNL has engaged each of Marex North America, LLC, formerly, RCG Division of Marex Spectron (“MNA”), E D & F Man Capital

(“MCM”) and Macquarie Futures USA LLC (“MFUSA”) to serve as additional FCMs to UNL effective on May 28, 2020, June 5, 2020, and December 3, 2020, respectively.

The agreements with UNL’s FCMs require the FCMs to provide services to UNL in connection with the purchase and sale of Natural Gas Futures Contracts and Other Natural Gas-Related Investments that may be purchased and sold by or through the applicable FCM for UNL’s account.

12 unchanged sentences

UNL and NYMEX entered into a licensing agreement on December 4, 2007, as amended on October 20, 2011, whereby UNL was granted a non-exclusive license to use certain of the NYMEX’s settlement prices and service marks.

Under the licensing agreement, UNL and the Related Public Funds, other than BNO, USCI, and CPER, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3.

Under the licensing agreement, UNL and the other Related Public Funds, other than BNO, USCI, and CPER, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3.

UNL expressly disclaims any association with the NYMEX or endorsement of UNL by the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered trademarks of the NYMEX.

21 unchanged sentences

As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.

A novel strain of coronavirus (COVID-19) outbreak was declared a pandemic by the World Health Organization on March 11, 2020.

The situation is evolving with various cities and countries around the world responding in different ways to address the outbreak.

There are direct and indirect economic effects developing for various industries and individual companies throughout the world.

Management will continue to monitor the impact COVID-19 has on UNL and reflect the consequences as appropriate in UNL’s accounting and financial reporting.

The pandemic spread of the novel coronavirus and related geopolitical events could lead to increased market volatility, disruption to U.S.

and world economies and markets and may have significant adverse effects on UNL and its investments.

Significant market volatility has recently occurred and is continuing in the natural gas markets and the natural gas futures markets.

Such volatility is attributable in part to the COVID-19 pandemic, related supply chain disruptions, war, including the war between Russia and the Ukraine, and continuing disputes among natural gas-producing countries.

These factors could cause continuing or increased volatility in the future, which may affect the value, pricing and liquidity of some investments or other assets, including those held by or invested in by UNL and the impact of which could limit UNL’s ability to have a substantial portion of its assets invested in the Benchmark Futures Contracts.

In such a circumstance, UNL could, if it determined it appropriate to do so in light of market conditions and regulatory requirements, invest in other Futures Contracts and/or Other Natural-Gas Related Investments.

All of the futures contracts held by UNL through December 31, 2022 were exchange-traded.

44 unchanged sentences

( 7,376,296 )

( 7,359,202 )

Total Expenses

2 unchanged sentences

( 7,469,932 )

( 7,435,611 )

Net Income (Loss) per Share

Total Income (Loss)

( 3,660,845 )

Total Expenses

1 unchanged sentence

Net Income (Loss)

( 3,699,327 )

Net Income (Loss) per Share

The following summarized (unaudited) quarterly financial information presents the results of operations and other data for the three-month periods ended March 31, June 30, September 30 and December 31, 2021 and 2020.

NOTE 8 — FAIR VALUE OF FINANCIAL INSTRUMENTS

18 unchanged sentences

United States Contracts

( 8,419,740 )

The following table summarizes the valuation of UNL’s securities at December 31, 2021 using the fair value hierarchy:

10 unchanged sentences

Futures - Commodity Contracts

The Effect of Derivative Instruments on the Statements of Operations

( 8,419,740 )

For the year ended

5 unchanged sentences

Change in unrealized gain (loss) on open positions

NOTE 9 — RECENT ACCOUNTING PRONOUNCEMENTS

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No.

2018-13, which changes certain fair value measurement disclosure requirements.

The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and UNL’s policy for the timing of transfers between levels.

The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim

periods within those fiscal years.

UNL has evaluated the implications of certain provisions of the ASU and has determined that there will be no material impacts to the financial statements.

NOTE 9 — SUBSEQUENT EVENTS

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data