What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-02-27 compared with 2022-02-25 · 69 added, 70 removed, 496 unchanged (22% of the section changed)

60 unchanged sentences

Unrealized gain (loss) on open commodity futures contracts

( 3,133,690 )

Dividends receivable

Interest receivable

Prepaid license fees

Prepaid insurance *

Prepaid registration fees

ETF transaction fees receivable

Liabilities and Partners’ Capital

26 unchanged sentences

Notional Amount

Number of Contracts

Open Commodity Futures Contracts - Long

United States Contracts

NYMEX WTI Crude Oil Futures February 2022 contracts, expiring January 2022

NYMEX WTI Crude Oil Futures March 2022 contracts, expiring February 2022

NYMEX WTI Crude Oil Futures April 2022 contracts, expiring March 2022

NYMEX WTI Crude Oil Futures May 2022 contracts, expiring April 2022

NYMEX WTI Crude Oil Futures June 2022 contracts, expiring May 2022

NYMEX WTI Crude Oil Futures July 2022 contracts, expiring June 2022

NYMEX WTI Crude Oil Futures August 2022 contracts, expiring July 2022

NYMEX WTI Crude Oil Futures September 2022 contracts, expiring August 2022

NYMEX WTI Crude Oil Futures October 2022 contracts, expiring September 2022

NYMEX WTI Crude Oil Futures November 2022 contracts, expiring October 2022

NYMEX WTI Crude Oil Futures December 2022 contracts, expiring November 2022

NYMEX WTI Crude Oil Futures January 2023 contracts, expiring December 2022

NYMEX WTI Crude Oil Futures CL February 2023 contracts, expiring January 2023

NYMEX WTI Crude Oil Futures CL March 2023 contracts, expiring February 2023

NYMEX WTI Crude Oil Futures CL April 2023 contracts, expiring March 2023

NYMEX WTI Crude Oil Futures CL May 2023 contracts, expiring April 2023

NYMEX WTI Crude Oil Futures CL June 2023 contracts, expiring May 2023

NYMEX WTI Crude Oil Futures CL July 2023 contracts, expiring June 2023

( 1,217,930 )

NYMEX WTI Crude Oil Futures CL August 2023 contracts, expiring July 2023

NYMEX WTI Crude Oil Futures CL September 2023 contracts, expiring August 2023

NYMEX WTI Crude Oil Futures CL October 2023 contracts, expiring September 2023

NYMEX WTI Crude Oil Futures CL November 2023 contracts, expiring October 2023

NYMEX WTI Crude Oil Futures CL December 2023 contracts, expiring November 2023

NYMEX WTI Crude Oil Futures CL January 2024 contracts, expiring December 2023

Total Open Futures Contracts *

( 3,133,690 )

Shares/Principal

2 unchanged sentences

United States Money Market Funds

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

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

Government Money Market Fund - Institutional Shares, 0.03 % #

Total United States Money Market Funds

† Represents less than 0.005 %.

# Reflects the 7-day yield at December 31, 2022 .

4 unchanged sentences

At December 31, 2021

Unrealized Gain

(Loss) on Open

Value/Unrealized

Gain (Loss ) on

% of Partners'

Notional Amount

Number of Contracts

Open Commodity Futures Contracts - Long

14 unchanged sentences

Shares/Principal

% of Partners’

Cash Equivalents

United States Money Market Funds

Fidelity Investments Money Market Funds - Government Portfolio, 0.01 % #

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

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

Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 0.03 % #

Government Money Market Fund - Institutional Shares, 0.03 % #

Total United States Money Market Funds

† Represents less than 0.005 %.

# Reflects the 7-day yield at December 31, 2021 .

9 unchanged sentences

Realized gain (loss) on closed commodity futures contracts

( 5,665,084 )

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

( 22,781,720 )

( 17,234,420 )

Realized gain (loss) on short-term investments

40 unchanged sentences

( 33,279,859 )

( 19,374,784 )

(Increase) decrease in dividends receivable

2 unchanged sentences

(Increase) decrease in prepaid registration fees

(Increase) decrease in ETF transaction fees receivable

Increase (decrease) in payable due to Broker

( 11,205,326 )

( 10,720,261 )

Increase (decrease) in General Partner management fees payable

2 unchanged sentences

Increase (decrease) in directors’ fees payable*

(Increase) decrease in prepaid license fees

Increase (decrease) in license fees payable

1 unchanged sentence

Net cash provided by (used in) operating activities

( 4,965,834 )

Cash Flows from Financing Activities:

36 unchanged sentences

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

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

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

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

4 unchanged sentences

USCF further believes that the daily changes in the average prices of the Benchmark Oil Futures Contracts have historically closely tracked the daily changes in prices of light, sweet crude oil.

USCF believes that the net effect of these relationships will be that the daily changes in the price of USL’s shares on the NYSE Arca on a percentage basis will closely track the daily changes in the spot price of a barrel of light, sweet crude oil on a percentage basis, less USL’s expenses.

USCF believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Oil Futures Contracts (as defined below) and Other Oil-Related Investments (as defined below).

USL accomplishes its objective through investments in futures contracts for light, sweet crude oil and other types of crude oil, diesel-heating oil, gasoline, natural gas and other petroleum-based fuels that are traded on the NYMEX, ICE Futures or other U.S.

and foreign exchanges (collectively, “Oil Futures Contracts”) and other oil-related investments such as cash-settled options on Oil Futures Contracts, forward contracts for oil, cleared swap contracts and over-the-counter (“OTC”) transactions that are based on the price of crude oil, diesel-heating oil, gasoline, natural gas and other petroleum-based fuels, Oil Futures Contracts and indices based on the foregoing (collectively, “Other Oil-Related Investments”).

USCF believes that the net effect of these relationships will be that the daily changes in the price of USL’s shares

on the NYSE Arca on a percentage basis will closely track the daily changes in the spot price of a barrel of light, sweet crude oil on a percentage basis, less USL’s expenses.

As of December 31, 2022, USL held 1,052 Oil Futures Contracts for light, sweet crude oil traded on the NYMEX and did not hold any Oil Futures Contracts traded on the ICE Futures.

9 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, UNL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”

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

USL 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”).

72 unchanged sentences

Independent Directors’ and Officers’ Expenses

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

USL 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 are estimated to be a total of $ 46,172 for USL and, in the aggregate for USL and the Related Public Funds, $ 1,081,963 .

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

USL 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 $ 46,961 for USL and, in the aggregate for USL and the other Related Public Funds, $ 1,258,000 .

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

USL’s portion of such fees and expenses for the year ended December 31, 2021 was $ 46,172 .

For the year ended December 31, 2019, these fees and expenses in the

aggregate were $ 556,951 for USL and the Related Public Funds.

For the year ended December 31, 2020, these fees and expenses in

the aggregate were $ 585,896 for USL and the Related Public Funds.

USL’s portion of such fees and expenses for the year ended December 31, 2020 was $ 17,435 .

1 unchanged sentence

As discussed in Note 4 below, USL entered into a licensing agreement with the NYMEX on April 10, 2006, as amended on October 20, 2011.

Pursuant to the agreement, USL 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, USL 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, USL incurred $ 18,975 , $ 26,868 and $ 27,019 , respectively under this arrangement.

9 unchanged sentences

USL is party to a marketing agent agreement, dated as of November 13, 2007, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides certain marketing services for USL as outlined in the agreement.

The fee of the Marketing Agent, which is borne by USCF, is equal to 0.06 % on USL’s assets up to $ 3 billion and 0.04 % on USL’s assets in excess of $ 3 billion.

The fee of the Marketing Agent through December 31, 2022, which is borne by USCF, was equal to 0.06 % on USL’s assets up to $ 3 billion and 0.04 % on USL’s assets in excess of $ 3 billion.

The agreement with the Marketing Agent had been amended and, commenced on October 1, 2022, the fee of the Marketing Agent, which is calculated daily and payable monthly by USCF, is equal to 0.025 % of USL’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 USL’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 USL 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 USL 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 USL 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 USL and the Related Public Funds terminated on May 31, 2020 to allow for the transition to BNY Mellon.

Brokerage and Futures Commission Merchant Agreements

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

USL 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 USL effective on May 28, 2020, June 5, 2020, and December 3, 2020, respectively.

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

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

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

In accordance with the FCM agreements, USL pays each FCM commissions of approximately $ 7 to $ 8 per round-turn trade, including applicable exchange, clearing and NFA fees for Oil Futures Contracts and options on Oil Futures Contracts.

Such fees include those incurred when purchasing Oil Futures Contracts and options on Oil Futures Contracts when USL issues shares as a result of a Creation Basket, as well as fees incurred when selling Oil Futures Contracts and options on Oil Futures Contracts when USL redeems shares as a result of a Redemption Basket.

Such fees include those incurred when purchasing Oil Futures Contracts and options on Oil Futures Contracts

when USL issues shares as a result of a Creation Basket, as well as fees incurred when selling Oil Futures Contracts and options on Oil Futures Contracts when USL redeems shares as a result of a Redemption Basket.

Such fees are also incurred when Oil Futures Contracts and options on Oil Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio.

12 unchanged sentences

USL and the NYMEX entered into a licensing agreement on April 10, 2006, as amended on October 20, 2011, whereby USL was granted a non-exclusive license to use certain of the NYMEX’s settlement prices and service marks.

Under the licensing agreement, USL 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, USL 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.

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

13 unchanged sentences

To reduce the credit risk that arises in connection with OTC swaps, USL 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.

Master Agreement is negotiated as between the parties and would address, among other things, the exchange of margin between the parties.

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 USL has in the particular classes of instruments.

The face or contract amounts reflect the extent

of the total exposure USL 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.

3 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 USL and reflect the consequences as appropriate in USL’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 USL and its investments.

Significant market volatility has recently occurred in the crude oil markets and the crude oil 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 and other events 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 USL and the impact of which could limit USL’s ability to have a substantial portion of its assets invested in the Benchmark Futures Contracts.

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

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

44 unchanged sentences

Total Income (Loss)

( 21,454,352 )

Total Expenses

Net Income (Loss)

( 21,693,648 )

Net Income (Loss) per Share

Total Income (Loss)

( 25,014,567 )

Total Expenses

Net Income (Loss)

( 25,119,958 )

Net Income (Loss) per Share

2 unchanged sentences

ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement.

The changes to past practice resulting from the application of ASC 820 relate to

the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement.

The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded 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 USL (observable inputs) and (2) USL’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs).

(1) market participant assumptions developed based on market data

obtained from sources independent of USL (observable inputs) and (2) USL’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:

12 unchanged sentences

United States Contracts

( 3,133,690 )

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

11 unchanged sentences

Futures - Commodity Contracts

( 3,133,690 )

The Effect of Derivative Instruments on the Statements of Operations

5 unchanged sentences

December 31, 2020

not Accounted

Gain (Loss) on

3 unchanged sentences

on Derivatives

in Derivatives

on Derivatives

Recognized in

5 unchanged sentences

Recognized in

Derivatives not Accounted for as Hedging Instruments

Futures - Commodity Contracts

Realized gain (loss) on closed positions

( 5,665,084 )

Change in unrealized gain (loss) on open positions

( 22,781,720 )

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 USL’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.

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

( 17,234,420 )

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