Item 1. Financial Statements
Item 1. Financial Statements.
Index to Financial Statements
Documents
Page
Statements of Financial Condition at June 30, 2025 (Unaudited) and December 31, 2024
4
Schedules of Investments (Unaudited) at June 30, 2025 and December 31, 2024
5
Statements of Operations (Unaudited) for the three and six months ended June 30, 2025 and 2024
7
Statements of Changes in Partners’ Capital (Unaudited) for the three and six months ended June 30, 2025 and 2024
8
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2025 and 2024
9
Notes to Financial Statements (Unaudited) for the period ended June 30, 2025
10
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United States 12 Month Natural Gas Fund, LP
Statements of Financial Condition
At June 30, 2025 (Unaudited) and December 31, 2024
June 30, 2025
December 31, 2024
Assets
Cash and cash equivalents (at cost $ 11,757,207 and $ 17,860,450 , respectively) (Notes 2 and 5)
$
11,757,207
(a)
$
17,860,450
Equity in trading accounts:
Cash and cash equivalents (at cost $ 103,594 and $–, respectively)
103,594
—
Unrealized gain (loss) on open commodity futures contracts
390,476
1,115,220
Dividends receivable
24,259
41,994
Interest receivable
18,973
27,345
Prepaid insurance
7,500
534
Total Assets
$
12,302,009
$
19,045,543
Liabilities and Partners’ Capital
Payable due to Broker
$
—
$
230,776
General Partner management fees payable (Note 3)
6,520
9,657
Professional fees payable
68,551
131,309
Brokerage commissions payable
391
391
Directors’ fees payable
543
582
License fees payable
1,838
707
Total Liabilities
77,843
373,422
Commitments and Contingencies (Notes 3, 4 & 5)
Partners’ Capital
General Partners
—
—
Limited Partners
12,224,166
18,672,121
Total Partners’ Capital
12,224,166
18,672,121
Total Liabilities and Partners’ Capital
$
12,302,009
$
19,045,543
Limited Partners’ shares outstanding
1,400,000
2,300,000
Net asset value per share
$
8.73
$
8.12
Market value per share
$
8.71
$
8.17
(a) A portion of this amount is designated to meet daily Futures Commission Merchants’ margin requirements.
See accompanying notes to financial statements.
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United States 12 Month Natural Gas Fund, LP
Schedule of Investments (Unaudited)
At June 30, 2025
Fair
Value/Unrealized
Gain (Loss) on
Open
Number of
Commodity
% of Partners’
Notional Amount
Contracts
Contracts
Capital
Open Commodity Futures Contracts – Long
United States Contracts
NYMEX Natural Gas Futures NG August 2025 contracts, expiring July 2025
$
877,604
26
$
20,956
0.17
NYMEX Natural Gas Futures NG September 2025 contracts, expiring August 2025
874,450
26
32,950
0.27
NYMEX Natural Gas Futures NG October 2025 contracts, expiring September 2025
839,215
25
59,035
0.48
NYMEX Natural Gas Futures NG November 2025 contracts, expiring October 2025
910,105
25
86,146
0.70
NYMEX Natural Gas Futures NG December 2025 contracts, expiring November 2025
1,031,565
25
108,436
0.89
NYMEX Natural Gas Futures NG January 2026 contracts, expiring December 2025
1,131,075
25
81,925
0.67
NYMEX Natural Gas Futures NG February 2026 contracts, expiring January 2026
1,128,671
25
11,829
0.10
NYMEX Natural Gas Futures NG March 2026 contracts, expiring February 2026
1,051,719
26
12,461
0.10
NYMEX Natural Gas Futures NG April 2026 contracts, expiring March 2026
990,727
25
( 36,477 )
( 0.30 )
NYMEX Natural Gas Futures NG May 2026 contracts, expiring April 2026
939,369
26
51,231
0.42
NYMEX Natural Gas Futures NG June 2026 contracts, expiring May 2026
1,016,005
25
( 22,756 )
( 0.19 )
NYMEX Natural Gas Futures NG July 2026 contracts, expiring June 2026
1,056,009
25
( 15,260 )
( 0.12 )
Total Open Futures Contracts*
$
11,846,514
304
$
390,476
3.19
Shares/Principal
% of Partners’
Amount
Market Value
Capital
Cash Equivalents
United States Money Market Funds
Dreyfus Institutional Preferred Government Money Market Fund - Institutional Shares, 4.29 % #
2,000,000
$
2,000,000
16.36
Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 4.23 % #
5,000,000
5,000,000
40.90
Total United States Money Market Funds
$
7,000,000
57.26
* Collateral amounted to $ 103,594 on open commodity futures contracts.
# Reflects the 7-day yield at June 30, 2025.
See accompanying notes to financial statements.
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United States 12 Month Natural Gas Fund, LP
Schedule of Investments
At December 31, 2024
Fair
Value/Unrealized
Gain (Loss) on
Open
Number of
Commodity
% of Partners’
Notional Amount
Contracts
Contracts
Capital
Open Commodity Futures Contracts - Long
United States Contracts
NYMEX Natural Gas Futures NG February 2025 contracts, expiring January 2025
$
1,507,310
43
$
54,880
0.29
NYMEX Natural Gas Futures NG March 2025 contracts, expiring February 2025
1,325,307
43
6,833
0.04
NYMEX Natural Gas Futures NG April 2025 contracts, expiring March 2025
1,226,637
42
62,763
0.34
NYMEX Natural Gas Futures NG May 2025 contracts, expiring April 2025
1,299,545
43
57,965
0.31
NYMEX Natural Gas Futures NG June 2025 contracts, expiring May 2025
1,353,278
43
80,772
0.43
NYMEX Natural Gas Futures NG July 2025 contracts, expiring June 2025
1,475,965
43
38,495
0.21
NYMEX Natural Gas Futures NG August 2025 contracts, expiring July 2025
1,416,560
43
114,240
0.61
NYMEX Natural Gas Futures NG September 2025 contracts, expiring August 2025
1,406,475
43
116,587
0.62
NYMEX Natural Gas Futures NG October 2025 contracts, expiring September 2025
1,404,005
43
152,165
0.82
NYMEX Natural Gas Futures NG November 2025 contracts, expiring October 2025
1,531,437
43
148,143
0.79
NYMEX Natural Gas Futures NG December 2025 contracts, expiring November 2025
1,695,166
43
181,354
0.97
NYMEX Natural Gas Futures NG January 2026 contracts, expiring December 2025
1,901,055
43
101,023
0.54
Total Open Futures Contracts
$
17,542,740
515
$
1,115,220
5.97
Shares/Principal
% of Partners’
Amount
Market Value
Capital
Cash Equivalents
United States Money Market Funds
Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 4.43 % #
11,000,000
$
11,000,000
58.91
Total United States Money Market Funds
$
11,000,000
58.91
# Reflects the 7-day yield at December 31, 2024.
See accompanying notes to financial statements.
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United States 12 Month Natural Gas Fund, LP
Statements of Operations (Unaudited)
For the three and six months ended June 30, 2025 and 2024
Three months ended
Three months ended
Six months ended
Six months ended
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
Income
Gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on closed commodity futures contracts
$
486,028
$
( 507,933 )
$
2,313,774
$
( 5,432,881 )
Change in unrealized gain (loss) on open commodity futures contracts
( 2,953,638 )
1,525,812
( 724,744 )
3,991,460
Dividend income
70,583
142,917
180,561
285,876
Interest income
63,119
95,443
137,647
169,088
ETF transaction fees
2,100
700
4,900
3,150
Total Income (Loss)
$
( 2,331,808 )
$
1,256,939
$
1,912,138
$
( 983,307 )
Expenses
General Partner management fees (Note 3)
$
19,123
$
29,761
$
45,226
$
61,448
Professional fees
28,995
59,321
57,268
118,642
Brokerage commissions
922
1,127
2,279
4,409
Directors’ fees and insurance
516
2,266
1,669
7,098
License fees
2,030
691
4,216
1,325
Total Expenses
$
51,586
93,166
$
110,658
192,922
Expense waiver (Note 3)
—
( 14,478 )
—
( 76,210 )
Net Expenses
$
51,586
$
78,688
$
110,658
$
116,712
Net Income (Loss)
$
( 2,383,394 )
$
1,178,251
$
1,801,480
$
( 1,100,019 )
Net Income (Loss) per limited partner share
$
( 1.53 )
$
0.51
$
0.61
$
( 0.30 )
Net Income (Loss) per weighted average limited partner share
$
( 1.71 )
$
0.52
$
1.09
$
( 0.51 )
Weighted average limited partner shares outstanding
1,394,444
2,245,055
1,647,238
2,159,890
See accompanying notes to financial statements.
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United States 12 Month Natural Gas Fund, LP
Statements of Changes in Partners’ Capital (Unaudited)
For the three and six months ended June 30, 2025 and 2024
Limited Partners*
Three months ended
Three months ended
Six months ended
Six months ended
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
Balances at beginning of period
$
16,419,269
$
17,100,587
$
18,672,121
$
16,295,950
Addition of 150,000 , 100,000 , 200,000 and 1,600,000 partnership shares, respectively
1,319,161
792,448
1,830,265
13,485,490
Redemption of ( 350,000 ), ( 100,000 ), ( 1,100,000 ) and ( 1,300,000 ) partnership shares, respectively
( 3,130,870 )
( 852,856 )
( 10,079,700 )
( 10,462,991 )
Net income (loss)
( 2,383,394 )
1,178,251
1,801,480
( 1,100,019 )
Balances at end of period
$
12,224,166
$
18,218,430
$
12,224,166
$
18,218,430
* General Partners’ shares outstanding and capital for the periods presented were zero .
See accompanying notes to financial statements.
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United States 12 Month Natural Gas Fund, LP
Statements of Cash Flows (Unaudited)
For the six months ended June 30, 2025 and 2024
Six months ended
Six months ended
June 30, 2025
June 30, 2024
Cash Flows from Operating Activities:
Net income (loss)
$
1,801,480
$
( 1,100,019 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in unrealized (gain) loss on open commodity futures contracts
724,744
( 3,991,460 )
(Increase) decrease in receivable from General Partner
—
87,241
(Increase) decrease in dividends receivable
17,735
6,816
(Increase) decrease in interest receivable
8,372
( 16,642 )
(Increase) decrease in prepaid other
—
1,325
(Increase) decrease in prepaid insurance
( 6,966 )
( 108 )
Increase (decrease) in payable due to Broker
( 230,776 )
500,000
Increase (decrease) in General Partner management fees payable
( 3,137 )
1,295
Increase (decrease) in professional fees payable
( 62,758 )
( 37,143 )
Increase (decrease) in directors’ fees payable
( 39 )
( 1,381 )
Increase (decrease) in license fees payable
1,131
—
Net cash provided by (used in) operating activities
2,249,786
( 4,550,076 )
Cash Flows from Financing Activities:
Addition of partnership shares
1,830,265
13,485,490
Redemption of partnership shares
( 10,079,700 )
( 10,462,991 )
Net cash provided by (used in) financing activities
( 8,249,435 )
3,022,499
Net Increase (Decrease) in Cash and Cash Equivalents
( 5,999,649 )
( 1,527,577 )
Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of period
17,860,450
20,591,178
Total Cash, Cash Equivalents and Equity in Trading Accounts, end of period
$
11,860,801
$
19,063,601
Components of Cash, Cash Equivalents and Equity in Trading Accounts:
Cash and cash equivalents
$
11,757,207
$
17,345,462
Equity in Trading Accounts:
Cash and cash equivalents
103,594
1,718,139
Total Cash, Cash Equivalents and Equity in Trading Accounts
$
11,860,801
$
19,063,601
See accompanying notes to financial statements.
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United States 12 Month Natural Gas Fund, LP
Notes to Financial Statements (Unaudited)
For the period ended June 30, 2025
NOTE 1 — ORGANIZATION AND BUSINESS
The United States 12 Month Natural Gas Fund, LP (“UNL”) was organized as a limited partnership under the laws of the state of Delaware on June 27, 2007. UNL is a commodity pool that issues limited partnership shares (“shares”) that are traded on the NYSE Arca, Inc. (the “NYSE Arca”). UNL will continue in perpetuity, unless terminated sooner upon the occurrence of one or more events as described in its Third Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (the “LP Agreement”), which grants full management and control to its general partner, United States Commodity Funds LLC (“USCF”).
The investment objective of UNL is for the average daily percentage changes in per share net asset value (“NAV”) to reflect the average daily percentage changes of spot the price of natural gas delivered at the Henry Hub, Louisiana, as measured by the daily percentage 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. When calculating the daily movement of the average price of the 12 contracts, each contract month is equally weighted. 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 average of the prices of the Benchmark Futures Contracts over the same period. UNL’s investment strategy is designed to provide investors with a cost effective way to invest indirectly in natural gas and to hedge against movements in the spot price of natural gas. As a result, investors should be aware that UNL would meet its investment objective even if there are significant deviations between changes in its daily NAV and changes in the daily prices of the Benchmark Futures Contracts, provided that the average daily percentage change in UNL’s NAV over 30 successive valuation days is within plus/minus ten percent ( 10 %) of the average daily percentage change in the prices of the Benchmark Futures Contracts over the same period.
UNL seeks to achieve its investment objective by investing primarily in futures contracts for natural gas that are traded on the NYMEX, ICE Futures Europe and ICE Futures U.S. (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, risk mitigation measures (including those that may be taken by UNL, UNL’s futures commission merchants (“FCMs”), counterparties or other market participants), liquidity requirements, or in view of market conditions, other natural gas-related investments such as cash-settled options on Futures Contracts, forward contracts for natural gas, cleared swap contracts, and non-exchange traded (“over-the-counter” 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.
In addition, USCF believes that market arbitrage opportunities will cause daily changes in UNL’s share price on the NYSE Arca on a percentage basis to closely track average daily changes in UNL’s per share NAV on a percentage basis. USCF further believes that the daily changes in average of the prices of the Benchmark Futures Contracts have historically closely tracked the daily changes in the spot price of natural gas. USCF believes that the net effect of these two expected relationships will be that the daily changes in the price of UNL’s shares on the NYSE Arca on a percentage basis will continue to closely track the daily changes in the spot price of natural gas on a percentage basis, plus interest earned on UNL’s collateral holdings, less UNL’s expenses.
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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. This is because natural market forces called contango and backwardation may impact and have impacted the total return on an investment in UNL’s shares during the past year relative to a hypothetical direct investment in natural gas and, in the future, it is likely that the relationship between the market price of UNL’s shares and changes in the spot prices of natural gas will continue to be impacted by contango and backwardation. It is important to note that the disclosure above ignores the potential costs associated with physically owning and storing natural gas, which could be substantial.
As of June 30, 2025, UNL held 304 Futures Contracts for natural gas traded on the NYMEX and did not hold any Futures Contracts traded on ICE Futures US.
UNL commenced investment operations on November 18, 2009 and has a fiscal year ending on December 31. USCF is responsible for the management of UNL. USCF is a member of the National Futures Association (the “NFA”) and became registered as a commodity pool operator with the Commodity Futures Trading Commission (the “CFTC”) effective December 1, 2005 and a swaps firm on August 8, 2013. USCF is also the general partner of the United States Oil Fund, LP (“USO”), the United States Natural Gas Fund, LP (“UNG”), the United States 12 Month Oil Fund, LP (“USL”), the United States Gasoline Fund, LP (“UGA”), and the United States Brent Oil Fund, LP (“BNO”).
USCF is also the sponsor of the United States Commodity Index Funds Trust (“USCIFT”), a Delaware statutory trust and each of its series: the United States Commodity Index Fund (“USCI”) and the United States Copper Index Fund (“CPER”).
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”). The purchase price for a Creation Basket is based upon the NAV of a share calculated shortly after the close of the core trading session on the NYSE Arca on the day the order to create the basket is properly received.
Authorized Participants pay a transaction fee of $ 350 to UNL for each order placed to create one or more Creation Baskets or to redeem one or more baskets (“Redemption Baskets”), consisting of 50,000 shares. Shares may be purchased or sold on a nationally recognized securities exchange in smaller increments than a Creation Basket or Redemption Basket. Shares purchased or sold on a nationally recognized securities exchange are not purchased or sold at the per share NAV of UNL but rather at market prices quoted on such exchange.
In November 2009, UNL initially registered 30,000,000 shares on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”). On November 18, 2009, UNL listed its shares on the NYSE Arca under the ticker symbol “UNL”. On that day, UNL established its initial per share NAV by setting the price at $ 50.00 and issued 200,000 shares in exchange for $ 10,000,000 . UNL also commenced investment operations on November 18, 2009, by purchasing Futures Contracts traded on the NYMEX based on natural gas. UNL has an unlimited number of shares registered and available for issuance. On April 26, 2022, the SEC declared effective the registration statement filed by UNL that registered an unlimited number of shares. As a result, UNL has an unlimited number of shares that can be issued in the form of Creation Baskets.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosure required under generally accepted accounting principles in the United States of America (“U.S. GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of USCF, necessary for the fair presentation of the financial statements for the interim period.
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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements have been prepared in conformity with U.S. GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification. UNL is an investment company for accounting purposes and follows the accounting and reporting guidance in FASB Topic 946.
Revenue Recognition
Commodity futures contracts, swap and forward contracts, physical commodities and related options are recorded on the trade date. 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 swap and 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. UNL earns income on funds held at the custodian or FCMs at prevailing market rates earned on such investments.
Brokerage Commissions
Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.
Income Taxes
UNL is not subject to federal income taxes; each partner reports his/her allocable share of income, gain, loss, deductions or credits on his/her own income tax return.
In accordance with U.S. GAAP, UNL is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any tax related appeals or litigation processes, based on the technical merits of the position. UNL files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states. UNL is not subject to income tax return examinations by major taxing authorities for years before 2019. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in UNL recording a tax liability that reduces net assets. However, UNL’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. UNL recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the period ended June 30, 2025.
Creations and Redemptions
Authorized Participants may purchase Creation Baskets or redeem Redemption Baskets only in blocks of 50,000 shares at a price equal to the NAV of the shares calculated shortly after the close of the core trading session on the NYSE Arca on the day the order is placed.
UNL receives or pays the proceeds from shares sold or redeemed within two business days after the trade date of the purchase or redemption. The amounts due from Authorized Participants are reflected in UNL’s statements of financial condition as receivable for shares sold and amounts payable to Authorized Participants upon redemption are reflected as payable for shares redeemed.
Authorized Participants pay UNL a $ 350 transaction fee for each order they place to create one or more Creation Baskets or to redeem one or more Redemption Baskets.
Partnership Capital and Allocation of Partnership Income and Losses
Profit or loss shall be allocated among the partners of UNL in proportion to the weighted-average number of shares each partner holds as of the close of each month. USCF may revise, alter or otherwise modify this method of allocation as described in the LP Agreement.
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Calculation of Per Share NAV
UNL’s per share NAV is calculated on each NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities and dividing that amount by the total number of shares outstanding. UNL uses the closing price for the contracts on the relevant exchange on that day to determine the value of contracts held on such exchange.
Net Income (Loss) Per Share
Net income (loss) per share is the difference between the per share NAV at the beginning of each period and at the end of each period. 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. There were no shares held by USCF at June 30, 2025.
Offering Costs
Offering costs incurred in connection with the registration of additional shares after the initial registration of shares are borne by UNL. These costs include registration fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated with such offerings. These costs are accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter period if warranted.
Cash Equivalents
Cash equivalents include money market funds and overnight deposits or time deposits with original maturity dates of three months or less.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires USCF to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions.
Recently Issued Accounting Pronouncement
UNL adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280) -Improvements to Reportable Segment Disclosures (“ASU 2023-07”). UNL operates in one segment. The segment derives its revenues from investments made in accordance with the defined investment strategy of UNL, as prescribed in UNL’s prospectus. The Chief Operating Decision Maker (“CODM”) is the general partner, USCF. The CODM monitors the operating results of the Fund as part of making decisions for allocating resources and evaluating performance.
NOTE 3 — FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS
USCF Management Fee
Under the LP Agreement, USCF is responsible for investing the assets of UNL in accordance with the objectives and policies of UNL. In addition, USCF has arranged for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to UNL. For these services, UNL is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.60 % per annum of average daily total net assets. 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.
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Ongoing Registration Fees and Other Offering Expenses
UNL pays all costs and expenses associated with the ongoing registration of its shares subsequent to the initial offering. 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 six months ended June 30, 2025 and 2024, 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, 2025 are estimated to be a total of $ 10,000 for UNL and, in the aggregate for UNL and the Related Public Funds, $ 883,000 .
Licensing Fees
As discussed in Note 4 below, UNL entered into a licensing agreement with the NYMEX on April 10, 2006, 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. During the six months ended June 30, 2025 and 2024, UNL incurred $ 4,216 and $ 1,325 , respectively under this arrangement.
Investor Tax Reporting Cost
The fees and expenses associated with UNL’s audit expenses and tax accounting and reporting requirements are paid by UNL. These costs are estimated to be $ 160,000 for the year ending December 31, 2025. Tax reporting costs fluctuate between years due to the number of shareholders during any given year.
Other Expenses and Fees Waivers
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 exceeded 0.15 % ( 15 basis points) of UNL’s NAV, on an annualized basis. USCF had no obligation to continue such payments into subsequent periods and such waiver was terminated on April 30, 2024. For the six months ended June 30, 2025 and 2024 USCF waived $ 0 and $ 76,210 respectively, of UNL’s expenses. This voluntary expense waiver was in addition to those amounts USCF was contractually obligated to pay as described in Note 4 – Contracts and Agreements.
NOTE 4 — CONTRACTS AND AGREEMENTS
Marketing Agent Agreement
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 agreement with the Marketing Agent was 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.
The above fee does not include website construction and development, which are also borne by USCF.
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Custody, Transfer Agency and Fund Administration and Accounting Services Agreements
USCF engaged The Bank of New York Mellon, a New York corporation authorized to conduct a banking business (“BNY Mellon”), to provide UNL and each of the Related Public Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant to the following agreements with BNY Mellon dated as of March 20, 2020 (together, the “BNY Mellon Agreements”), which were effective as of April 1, 2020: (i) a Custody Agreement; (ii) a Fund Administration and Accounting Agreement; and (iii) a Transfer Agency and Service Agreement. USCF pays the fees of BNY Mellon for its services under the BNY Mellon Agreements and such fees are determined by the parties from time to time.
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 Marex North America, LLC, formerly RCG Division of Marex Spectron (“MNA”), Marex Capital Markets Inc., formerly E D & F Man Capital Markets, Inc. (“MCM”), Macquarie Futures USA LLC (“MFUSA”), and ADM Investor Services Inc. (“ADMIS”) to serve as additional FCMs to UNL effective on May 28, 2020, June 5, 2020, December 3, 2020, and August 8, 2023, 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. In accordance with the FCM agreements, UNL pays each FCM commissions of approximately $ 7 to $ 8 per round-turn trade, including applicable exchange, clearing and NFA fees for Natural Gas Futures Contracts and options on Natural Gas Futures Contracts. Such fees include those incurred when purchasing Natural Gas Futures Contracts and options on Natural Gas Futures Contracts when UNL issues shares as a result of a Creation Basket, as well as fees incurred when selling Natural Gas Futures Contracts and options on Natural Gas Futures Contracts when UNL redeems shares as a result of a Redemption Basket. Such fees are also incurred when Natural Gas Futures Contracts and options on Natural Gas Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio. UNL also incurs commissions to brokers for the purchase and sale of Natural Gas Futures Contracts, Other Natural Gas -Related Investments or short-term obligations of the United States of two years or less (“Treasuries”).
Six months ended
Six months ended
June 30, 2025
June 30, 2024
Total commissions accrued to brokers
$
2,279
$
4,409
Total commissions as annualized percentage of average total net assets
0.03
%
0.05
%
The decrease in total commissions accrued to brokers for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, was due primarily to a lower number of natural gas futures contracts being held and traded.
NYMEX Licensing Agreement
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. 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.
NOTE 5 — FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES
UNL may engage in the trading of futures contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, “derivatives”). UNL is exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which is the risk of failure by another party to perform according to the terms of a contract.
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UNL may enter into futures contracts, options on futures contracts, cleared swaps, and OTC swaps to gain exposure to changes in the value of an underlying commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of a commodity at a specified time and place. Some futures contracts may call for physical delivery of the asset, while others are settled in cash. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery. Cleared swaps are agreements that are eligible to be cleared by a clearinghouse, e.g., ICE Clear Europe, and provide the efficiencies and benefits that centralized clearing on an exchange offers to traders of futures contracts, including credit risk intermediation and the ability to offset positions initiated with different counterparties. OTC swaps are entered into between two parties in private contracts. In an OTC swap, each party bears credit risk to the other party, i.e., the risk that the other party may not be able to perform its obligations under the OTC swap.
The purchase and sale of futures contracts, options on futures contracts and cleared swaps require margin deposits with an FCM. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires FCMs to segregate all customer transactions and assets from the FCM’s proprietary transactions and assets. To reduce the credit risk that arises in connection with OTC swaps, UNL will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc., which provides for the netting of its overall exposure to its counterparty. The Master Agreement is negotiated as between the parties and would address, among other things, the exchange of margin between the parties.
Futures contracts, options on futures contracts and cleared swaps involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure UNL has in the particular classes of instruments. Additional risks associated with the use of futures contracts are an imperfect correlation between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract. Buying and selling options on futures contracts exposes investors to the risks of purchasing or selling futures contracts.
As to OTC swaps, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange-traded futures contracts and securities or cleared swaps, because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.
Market volatility is attributable to things like the COVID-19 pandemic and related supply chain disruptions, war (such as the Russia-Ukraine war), continuing disputes among natural gas-producing countries, the introduction of or changes in tariffs or trade barriers, and trade wars between nations. Events such as these, and others, could cause 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 June 30, 2025, were exchange-traded. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual counterparties. However, in the future, if UNL were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any, on the transaction. UNL has credit risk under its futures contracts since the sole counterparty to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded. In addition, UNL bears the risk of financial failure by the clearing broker.
UNL’s cash and other property, such as Treasuries, deposited with its FCMs are considered commingled with all other customer funds, subject to such FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited. The insolvency of an FCM could result in the complete loss of UNL’s assets posted with that FCM; however, the majority of UNL’s assets are held in investments in Treasuries, cash and/or cash equivalents with UNL’s custodian and would not be impacted by the insolvency of an FCM. The failure or insolvency of UNL’s custodian, however, could result in a substantial loss of UNL’s assets.
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USCF invests a portion of UNL’s cash in money market funds that seek to maintain a stable per share NAV. UNL is exposed to any risk of loss associated with an investment in such money market funds. As of June 30, 2025 and December 31, 2024, UNL held investments in money market funds in the amounts of $ 7,000,000 and $ 11,000,000 , respectively. UNL also holds cash deposits with its custodian and FCMs. As of June 30, 2025 and December 31, 2024, UNL held cash deposits in the amounts of $ 4,860,801 and $ 6,860,450 respectively, with the custodian and FCMs. Some or all of these amounts may be subject to loss should UNL’s custodian and/or FCMs cease operations.
For derivatives, risks arise from changes in the market value of the contracts. Theoretically, UNL is exposed to market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short or that the value of the futures contract could fall below zero. As both a buyer and a seller of options, UNL pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option.
UNL’s policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting controls and procedures. In addition, UNL has a policy of requiring review of the credit standing of each broker or counterparty with which it conducts business.
The financial instruments held by UNL are reported in its statements of financial condition at market or fair value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturity.
For the six months ended June 30, 2025 and 2024, the monthly average volume of open future contract notional value was $ 13,294,810 and $ 20,483,784 , respectively.
NOTE 6 — FINANCIAL HIGHLIGHTS
The following table presents per share performance data and other supplemental financial data for the three and six months ended June 30, 2025 and 2024 for the shareholders. This information has been derived from information presented in the financial statements.
Three months ended
Three months ended
Six months ended
Six months ended
June 30, 2025
June 30, 2024
June 30, 2025
June 30, 2024
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Per Share Operating Performance:
Net asset value, beginning of period
$
10.26
$
7.77
$
8.12
$
8.58
Total income (loss)
( 1.49 )
0.55
0.68
( 0.25 )
Total expenses
( 0.04 )
( 0.04 )
( 0.07 )
( 0.05 )
Net increase (decrease) in net asset value
( 1.53 )
0.51
0.61
( 0.30 )
Net asset value, end of period
$
8.73
$
8.28
$
8.73
$
8.28
Total Return
( 14.91 )
%
6.56
%
7.51
%
( 3.50 )
%
Ratios to Average Net Assets
Total income (loss)
( 18.24 )
%
6.79
%
12.58
%
( 5.54 )
%
Management fees #
0.60
%
0.75
%
0.60
%
0.75
%
Total expenses excluding management fees #
1.02
%
1.38
%
0.87
%
1.49
%
Expense waived #
—
%
( 0.42 )
%
—
%
( 0.92 )
%
Net expense excluding management fees #
1.02
%
0.96
%
0.87
%
0.57
%
Net income (loss)
( 18.65 )
%
6.36
%
11.85
%
( 6.19 )
%
# Annualized.
Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratio may vary from the above total returns and ratios based on the timing of contributions to and withdrawals from UNL. Additionally, only Authorized Participants purchase and redeem shares from the Fund at the NAV per share. Most shareholders will purchase and sell shares in the secondary market at market prices, which may differ from the NAV per share and result in a higher or lower total return.
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NOTE 7 — FAIR VALUE OF FINANCIAL INSTRUMENTS
UNL values its investments in accordance with Accounting Standards Codification 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of UNL (observable inputs) and (2) UNL’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the ASC 820 hierarchy are as follows:
Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).
Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.
In some instances, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety.
The following table summarizes the valuation of UNL’s securities at June 30, 2025 using the fair value hierarchy:
At June 30, 2025
Total
Level I
Level II
Level III
Short-Term Investments
$
7,000,000
$
7,000,000
$
—
$
—
Exchange-Traded Futures Contracts
United States Contracts
390,476
390,476
—
—
The following table summarizes the valuation of UNL’s securities at December 31, 2024 using the fair value hierarchy:
At December 31, 2024
Total
Level I
Level II
Level III
Short-Term Investments
$
11,000,000
$
11,000,000
$
—
$
—
Exchange-Traded Futures Contracts
United States Contracts
1,115,220
1,115,220
—
—
Effective January 1, 2009, UNL adopted the provisions of Accounting Standards Codification 815 — Derivatives and Hedging, which require presentation of qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses on derivatives.
Fair Value of Derivative Instruments
Statements of
Financial
Fair Value at
Fair Value at
Derivatives not Accounted for as Hedging Instruments
Condition Location
June 30, 2025
December 31, 2024
Futures - Commodity Contracts
Unrealized gain(loss) on open commodity futures contracts
$
390,476
$
1,115,220
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The Effect of Derivative Instruments on the Statements of Operations
For the six months ended
For the six months ended
June 30, 2025
June 30, 2024
Change in Unrealized
Change in Unrealized
Derivatives not
Location of Gain
Realized Gain (Loss)
Gain (Loss) on
Realized Gain (Loss)
Gain (Loss) on
Accounted for as
(Loss) on Derivatives
on Derivatives
Derivatives
in Derivatives
Derivatives
Hedging Instruments
Recognized in Income
Recognized in Income
Recognized in Income
Recognized in Income
Recognized in Income
Futures - Commodity Contracts
Realized gain (loss) on closed commodity futures contracts
$
2,313,774
$
( 5,432,881 )
Change in unrealized gain (loss) on open commodity futures contracts
$
( 724,744 )
$
3,991,460
NOTE 8 — SUBSEQUENT EVENTS
UNL has performed an evaluation of subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.