What changed in this filing

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Item 9A. Controls and Procedures

2025-03-04 compared with 2024-03-08 · 36 added, 32 removed, 365 unchanged (16% of the section changed)

18 unchanged sentences

Not applicable.

Monthly Account Statements

Pursuant to the requirement under Rule 4.22 under the CEA, each month UNL publishes an account statement for its shareholders, which includes a Statement of Income (Loss) and a Statement of Changes in Net Asset Value.

The account statement is furnished to the SEC on a current report on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act and posted each month on UNL’s website at www.uscfinvestments.com.

Directors, Executive Officers and Corporate Governance.

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Management Director

Management Director, Chief Marketing Officer

Director of Compliance

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In addition, he has been the portfolio manager of:

(1) DNO from September 2009 to September 2018, (2) USO and USL since March 2010, (3) BNO since June 2010, (4) UNG since May 2015, and (5) United States 3x Oil Fund and United States 3x Short Oil Fund from July 2017 to December 2019, and (6) the USCF Commodity Strategy Fund, a series of USCF Mutual Funds Trust, from October 2017 to March 2019.

(1) DNO from September 2009 to September 2018, (2) USO and USL since March 2010, (3) BNO since June 2010, (4) UNG since May 2015, (5) United States 3x Oil Fund and United States 3x Short Oil Fund from July 2017 to December 2019.

Allen also has served as the portfolio manager of the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, from May 2018 to October 2021 and then portfolio manager since January 2022.

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Baum , 54, has served as the Chief Investment Officer of USCF since September 1, 2016 and as a Portfolio Manager of USCF from March 2016 to April 2017.

He also serves as the Chief Investment Officer of USCF Advisers since June 2021.

He also has served as the Chief Investment Officer of USCF Advisers since June 2021.

Prior to joining USCF, Mr.

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Baum has been approved with respect to USCF as an NFA principal and associated person since April 2016, and a swap associated person since November 2020.

He also is an associated person of USCF Advisers as of February 2017, and, as of June 2021, a principal and a swap associated person of USCF Advisers.

He also is an associated person of USCF Advisers as of February 2017, and, as of June 2021, a principal and swap associated person of USCF Advisers.

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

Baum is a CFA Charterholder, CAIA Charterholder, earned a B.B.A.

in Finance from Texas Tech University and holds NFA Series 3 and FINRA Series 7 registrations.

in Finance from Texas Tech University and holds an NFA Series 3 and FINRA Series 7 registrations.

Crumbaugh , 61 , Management Director of USCF since April 2023 and Chief Financial Officer, Secretary and Treasurer of USCF since May 2015.

Crumbaugh served as the Chief Financial Officer of The Marygold Companies, Inc., formerly Concierge Technologies, Inc.

(“Marygold”), the parent of USCF Investments, Inc., formerly Wainwright Holdings, Inc.

(“USCF Investments”) from December 2017 to January 2024 and as a management director on the board of directors of Marygold from April 2023 to January 2024.

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

In addition, Mr.

Crumbaugh has served as a director of USCF Investments, the parent and sole member of USCF, since December 2016.

Crumbaugh has been a principal of USCF listed with the CFTC and NFA since July 1, 2015 and, as of January 2017, he is a principal of USCF Advisers.

Crumbaugh has been a principal of USCF listed with the CFTC and NFA since July 1, 2015 and, as of January 2017, he is a principal of USCF Advisers, an affiliate of USCF, which is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm.

Since June 2015, Mr.

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Crumbaugh joined USCF as the Assistant Chief Financial Officer on April 6, 2015.

Crumbaugh served as the Chief Financial Officer of The Marygold Companies, Inc., formerly Concierge Technologies, Inc.

(“Marygold”), the parent of USCF Investments, Inc.

(formerly Wainwright Holdings, Inc.) (“USCF Investments”) from December 2017 to January 2024 and as a management director on the board of directors of Marygold from April 2023 to January 2024.

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

Prior to joining USCF, Mr.

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and January 2011 through February 2011.

From December 2012 through December 2013, Mr.

Crumbaugh was Vice President, Corporate Controller and Treasurer of Auction.com, LLC, a residential and commercial real estate online auction company.

From March 2011 through September 2012, Mr.

Crumbaugh was Chief Financial Officer of IP Infusion Inc., a technology company providing network routing and switching software enabling software-defined networking solutions for major mobile carriers and network infrastructure providers.

Crumbaugh earned a B.A.

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Frydman is listed as a principal of USCF as of June 1, 2022.

Frydman earned her JD from the Northwestern University Pritzker School of Law and a B.A.

Frydman earned her J.D.

from the Northwestern University Pritzker School of Law and a B.A.

in College of Letters and Spanish from Wesleyan University.

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Prior to that, while still at USCF, he was a Portfolio Manager beginning with the launch of USO in April 2006.

Love was the portfolio manager of USO from April 2006 until March 2010 and the portfolio manager for USL from December 2007 until March 2010.

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

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

Love also served as a portfolio manager of USCF from April 2006 until April 2015.

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

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

He also has served as the President and Chief Executive Officer of the USCF ETF Trust since December 2015.

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

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from the University of Southern California, holds NFA Series 3 and FINRA Series 7 registrations and is a CFA Charterholder.

Andrew F Ngim , 63, co-founded USCF in 2005 and has served as a Management Director from May 2005 to April 2023 and, since August 15, 2016, has served as the Chief Operating Officer of USCF.

Ngim has served as the portfolio manager for USCI and CPER since January 2013 and for the United States Agriculture Index Fund from January 2013 to September 2018.

Andrew F Ngim , 64, co-founded USCF in 2005 and has served as the Chief Operating Officer of USCF since August 2016.

He also served as a Management Director of USCF from May 2005 to April 2023.

Ngim served as the portfolio manager for USCI and CPER since January 2013.

Ngim also served as USCF’s Treasurer from June 2005 to February 2012.

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from January 2000 to January 2013.

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

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

Ngim also serves as the portfolio manager for the following series of the USCF ETF Trust:

(1) USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, from May 2018 to present, (2) the USCF Sustainable Battery Metals Strategy Fund from January 2023 to present, (3) the USCF Energy Commodity Strategy Absolute Return Fund from May 2023 to present, (4) the USCF Sustainable Commodity Strategy Fund from August 9, 2023 to present, and (5) the USCF Aluminum Strategy Fund from October 6, 2023 to present.

(1) USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, from May 2018 to present, (2) the USCF Sustainable Battery Metals Strategy Fund from January 2023 to present, (3) the USCF Energy Commodity Strategy Absolute Return Fund from May 2023 to present, and (4) the USCF Sustainable Commodity Strategy Fund from August 9, 2023 to present.

Ngim served as a Management Trustee of the USCF ETF Trust from August 2014 to August 2023.

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

Rooney graduated from Wellesley College with a Bachelor of Arts in economics and psychology in June 1994.

Rooney graduated from Wellesley College with a B.A.

in economics and psychology in June 1994.

Ellis , 78, Independent Director of USCF since September 2005.

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He has been a principal of USCF listed with the CFTC and NFA since November 2005.

Ellis is a professional engineer, retired, and earned an MBA in international finance.

Ellis is a professional engineer, retired, and earned an M.B.A.

in international finance.

Fobes III , 60, Independent Director of USCF and Chairman of USCF’s audit committee since September 2005.

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Robinson has been a principal of USCF listed with the CFTC and NFA since December 2005.

He earned an MBA from the Stanford University Graduate School of Business, graduated from Oxford University in 1982 after studying politics, philosophy, and economics and graduated summa cum laude from Dartmouth College in 1979.

He earned an M.B.A.

from the Stanford University Graduate School of Business, graduated from Oxford University in 1982 after studying politics, philosophy, and economics and graduated summa cum laude from Dartmouth College in 1979.

The following are individual Principals, as that term is defined in CFTC Rule 3.1, for USCF:

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Allen, Darius Coby, Seth Lancaster and Zach Sanchez execute trades on behalf of UNL.

In addition, Nicholas D.

Gerber, John P.

In addition, John P.

Love, Robert L.

1 unchanged sentence

Allen, Kevin A.

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

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

Love, Kevin A.

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however, the Board believes that it is essential that the Board members represent diverse viewpoints.

Insider Trading Policy

USCF has adopted an insider trading policy applicable to USCF’s directors, officers and employees, which is included as an exhibit to this annual report on Form 10-K.

Code of Ethics

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For 2024, UNL accrued aggregate management fees of $117,177.

Effective May 1, 2024, the management fee that UNL is contractually obligated to pay USCF, which is based on UNL’s average daily total net assets and is paid monthly, was reduced from 0.75% per annum to 0.60% per annum.

Simultaneously, the voluntary fee waiver, pursuant to which 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, was terminated and no longer in effect as of May 1, 2024.

Director Compensation

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Audit fees consist of fees paid to Cohen & Company, Ltd.

and Spicer Jeffries LLP for (i) the audit of UNL’s annual financial statements included in the annual report on Form 10-K, and review of financial statements included in the quarterly reports on Form 10-Q and certain of UNL’s current reports on Form 8-K;

for (i) the audit of UNL’s annual financial statements included in the annual report on Form 10-K, and review of financial statements included in the quarterly reports on Form 10-Q and certain of UNL’s current reports on Form 8-K;

(ii) the audit of UNL’s internal control over financial reporting included in the annual report on Form 10-K;

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Form of Customer Agreement with Macquarie Futures USA LLC.

Insider Trading Policies and Procedures

Consent of Independent Registered Public Accounting Firm.

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XBRL Taxonomy Extension Presentation Linkbase.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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

51 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures