What changed in this filing

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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-26 · 34 added, 29 removed, 389 unchanged (14% of the section changed)

15 unchanged sentences

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 USL’s website at www.uscfinvestments.com.

Disclosure Regarding Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

4 unchanged sentences

Management Director, Vice President

Andrew F Ngim

Chief Operating Officer, Management Director and Portfolio Manager

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Allen was the portfolio manager of:

(1) UGA from February 2008 until March 2010, and then portfolio manager since May 2015, (2) UHN from April 2008 until March 2010, and then portfolio manager since May 2015, (3) UNL from November 2009 until March 2010, and then portfolio manager since May 2015.

(1) UGA from February 2008 until March 2010, and then portfolio manager since May 2015, (2) UHN from April 2008 until March 2010, and then portfolio manager from May 2015 to September 2018, (3) UNL from November 2009 until March 2010, and then portfolio manager since May 2015.

In addition, he has been the portfolio manager of:

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

(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, (4) United States 3x Oil Fund and United States 3x Short Oil Fund from July 2017 to December 2019, and (5) the USCF Commodity Strategy Fund, a series of USCF Mutual Funds Trust, from October 2017 to March 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.

Allen has been a principal of USCF listed with the CFTC and NFA since March 2009 and has been registered as an associated person of USCF since July 2015 and from March 2008 to November 2012.

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Baum , 51, 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.

Prior to joining USCF, Mr.

4 unchanged sentences

Baum worked as the Senior Portfolio Manager, Head of Commodities for OppenheimerFunds, Inc., a global asset manager.

Baum has been approved as an NFA principal and associated person of USCF since April 2016 and, as of January 2017, a branch manager of USCF.

As of February 2017, he also is an associated person and branch manager of USCF Advisers.

Baum has been approved with respect to USCF as an NFA principal and associated person since April 2016, a branch manager since January 2017, and a swap associated person since November 2020.

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

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.

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Crumbaugh , 58, Chief Financial Officer, Secretary and Treasurer of USCF since May 2015 and also the Chief Financial Officer of Concierge Technologies, Inc.

("Concierge"), the parent of Wainwright Holdings, Inc.

(“Concierge”), the parent of Wainwright Holdings, Inc.

(“Wainwright”) since December 2017.

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

of Concierge, since November 2019.

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

In addition, Mr.

Crumbaugh has served as a director of Wainwright, 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.

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(“Concierge”), which is a company publicly traded under the ticker symbol “CNCG.” Concierge is the sole shareholder of Wainwright.

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

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

Gerber serves as CEO of a newly formed Concierge subsidary, Marygold & Co.

(UK) Limited in London, England, since August 2021.

Gerber also is the President and a director of Wainwright, a position he has held since March of 2004.

24 unchanged sentences

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

Love has been registered as an associated person of USCF since February 2015 and from December 1, 2005 to April 16, 2009.

Love has been registered as an associated person of

USCF since February 2015 and from December 1, 2005 to April 16, 2009.

Love has also been registered as a branch manager of USCF since March 2016.

6 unchanged sentences

Andrew F Ngim , 61, co-founded USCF in 2005 and has served as a Management Director since May 2005 and, since August 15, 2016, has served as the Chief Operating Officer of USCF.

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

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

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

In addition, he has been on the Board of Managers and has served as the Assistant Secretary and Assistant Treasurer of USCF Advisers since its inception in June 2013.

In addition, he has been on the Board of Managers and has served as the Assistant Secretary and Assistant Treasurer of USCF Advisers since its inception in June 2013 and Chief Operating Officer of USCF Advisers since March 2021.

Prior to and concurrent with his services to USCF and USCF Advisers, from January 1999 to January 2013, Mr.

25 unchanged sentences

Yu also served as the General Counsel of Concierge, the parent of Wainwright from November 2017 through December 2018.

and of USCF Mutual Funds Trust since October 2016, and (3) Chief Legal Officer of USCF Advisers and USCF ETF Trust from May 2015 through April 2018 and of USCF Mutual Funds Trust from October 2016 through April 2018.

Yu has served as (1) Chief Compliance Officer of USCF Advisers 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 May 2015 and of USCF Mutual Funds Trust since October 2016, and (3) Chief Legal Officer of USCF Advisers and USCF ETF Trust from May 2015 through April 2018 and of USCF Mutual Funds Trust from October 2016 through April 2018.

Prior to May 2015, Ms.

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Ellis was a founder of International Absorbents, Inc., Director and Chairman since July 1985 and July 1988, respectively, and Chief Executive Officer and President since November 1996.

He also served as Chairman of Absorption Corp., a wholly-owned subsidiary of International Absorbents, Inc., which is a leading developer and producer of environmentally friendly pet care and industrial products, from May July 1985 until July 2010 when it was sold to Kinderhook Industries, a private investment banking firm and remained as a director until March 2013 when Absorption Corp was sold again to J.

He also served as Chairman of Absorption Corp., a wholly-owned subsidiary of International Absorbents, Inc., which

is a leading developer and producer of environmentally friendly pet care and industrial products, from May July 1985 until July 2010 when it was sold to Kinderhook Industries, a private investment banking firm and remained as a director until March 2013 when Absorption Corp was sold again to J.

Rettenmaier & Söhne Group, a German manufacturing firm.

Concurrent with that, he founded and has served as Chairman from November 2010 to present of Lupaka Gold Corp., a firm that acquires, explores, develops, and evaluates gold mining properties in Peru, South America.

Concurrent with that, he founded and has served as Chairman from November 2010 to present of Lupaka Gold Corp., a firm that acquires, explores and developed mining properties and is currently driving an arbitration suit against the Republic of Peru.

He also serves as a director of Goldhaven Resources, a firm that acquires, explores and develops mining properties in Canada and Chile, from August 2020 to present.

Ellis has his Chartered Directors designation from The Director’s College (a joint venture of McMaster University and The Conference Board of Canada).

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

Ellis is an engineer and earned an MBA in international finance.

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

Fobes III , 57, Independent Director of USCF and Chairman of USCF’s audit committee since September 2005.

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None of the Principals owns or has any other beneficial interest in USL.

Allen and Andrew F.

Ngim make trading and investment decisions for USL.

Allen, Andrew F.

Ngim and Kevin Sheehan execute trades on behalf of USL.

Allen and Andrew F Ngim make trading and investment decisions for, and execute trades on behalf of, USL.

In addition, Nicholas D.

3 unchanged sentences

Allen, Kevin A.

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

Love, Kevin A.

Baum, Kevin Sheehan and Ray W.

Baum and Ray W.

Allen are also registered with the CFTC as Swaps Associated Persons.

12 unchanged sentences

USCF believes that it is necessary for each member of the Board to possess many qualities and skills.

USCF further believes that all directors should possess a considerable amount of business management and educational experience.

USCF further believes that all directors should possess a considerable amount of business management and educational

When vacancies in USCF’s 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.

22 unchanged sentences

The Board’s responsibilities include:

issues, (v) the review and approval of significant company actions and certain other matters, (vi) nominating directors and committee members and overseeing effective corporate governance and (vii) the consideration of other constituencies, such as USCF’s and USL’s customers, employees, suppliers and the communities impacted by USL.

(i) the selection, evaluation, retention and succession of the Chief Executive Officer and the oversight of the selection and performance of other executive officers, (ii) understanding, reviewing and monitoring the implementation of strategic plans, annual operating plans and budgets, (iii) the selection and oversight of USL’s independent auditors and the oversight of USL’s financial statements, (iv) advising management on significant issues, (v) the review and approval of significant company actions and certain other matters, (vi) nominating directors and committee members and overseeing effective corporate governance and (vii) the consideration of other constituencies, such as USCF’s and USL’s customers, employees, suppliers and the communities impacted by USL.

The non-management directors have designated Gordon L.

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The executive officers noted above are compensated by USCF for the work they perform on behalf of USL and other entities controlled by USCF.

reimburse USCF for, nor does it set the amount or form of any portion of, the compensation paid to the executive officers by USCF.

USL does not reimburse USCF for, nor does it set the amount or form of any portion of, the compensation paid to the executive officers by USCF.

USL pays fees to USCF pursuant to the LP Agreement under which it is obligated to pay USCF an annualized fee of 0.60% of average daily total net assets.

12 unchanged sentences

None of the directors or executive officers of USCF own any shares of USL.

In addition, USL is not aware of any 5% holder of its shares as of February 10, 2021.

In addition, USL is not aware of any 5% holder of its shares.

Certain Relationships and Related Transactions, and Director Independence.

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Filed herewith.

Form 10-K Summary.

Pursuant to the requirements 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 by the undersigned thereunto duly authorized.

31 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