What changed in this filing

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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-25 · 47 added, 47 removed, 376 unchanged (20% of the section changed)

28 unchanged sentences

Chief Financial Officer, Secretary and Treasurer

Chief Compliance Officer

Daphne Frydman

Director of Compliance

Portfolio Manager

7 unchanged sentences

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, (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.

(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 (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.

19 unchanged sentences

in Finance from Texas Tech University and holds an NFA Series 3 registration.

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.

(“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.

Crumbaugh, 59 , Chief Financial Officer, Secretary and Treasurer of USCF since May 2015 and also 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”) since December 2017.

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 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 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.

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.

14 unchanged sentences

in Accounting and Business Administration from Michigan State University in 1987 and is a Certified Public Accountant - Michigan (inactive).

Gerber , 59, Vice President since May 15, 2015 and Management Director since June 2005.

Gerber served as President and Chief Executive Officer of USCF from June 2005 through May 15, 2015 and Chairman of the Board of Directors of USCF from June 2005 through October 2019.

Frydman, 48 , General Counsel of USCF and USCF Advisers, LLC since May 2018, and Director of Compliance of USCF since April 2022.

She is also the Chief Legal Officer of USCF ETF Trust since May 2018 and Secretary of the same since December 2021.

Frydman served as Deputy General Counsel of USCF and USCF Advisers, LLC from May 2016 through May 2018.

From September 2001 through April 2016, Ms.

Frydman was an attorney in private practice at the law firm Sutherland Asbill & Brennan LLP.

Frydman is registered 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.

in College of Letters and Spanish from Wesleyan University.

Gerber, 60 , Management Director since June 2005.

Gerber served as President and Chief Executive Officer of USCF from June 2005 through May 2015, Vice President from May 2015 to January 2023, and Chairman of the Board of Directors of USCF from June 2005 through October 2019.

Gerber co-founded USCF in 2005 and prior to that, he co-founded Ameristock Corporation in March 1995, a California-based investment adviser registered under the Investment Advisers Act of 1940 from March 1995 until January 2013.

Since January, 2015, Mr.

Gerber also has served as the Chief Executive Officer, President, and Chairman of the Board of Directors of Concierge Technologies, Inc.

(“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.Mr.

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

Gerber also has served as the Chief Executive Officer, President, and Chairman of the Board of Directors of Marygold, which is a company publicly traded under the ticker symbol “MGLD.” Marygold is the sole shareholder of USCF Investments.

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

Gerber serves as CEO of a newly formed Marygold subsidiary, 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.

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

From August 1995 to January 2013, Mr.

Gerber served as Portfolio Manager of Ameristock Mutual Fund, Inc.

On January 11, 2013, the Ameristock Mutual Fund, Inc.

In January 2013, the Ameristock Mutual Fund, Inc.

merged with and into the Drexel Hamilton Centre American Equity Fund, a series of Drexel Hamilton Mutual Funds.

10 unchanged sentences

Love, 51, President and Chief Executive Officer of USCF since May 15, 2015, Management Director of USCF since October 2016 and Chairman of the Board of Directors of USCF since October 2019.

Love also is a director of Wainwright, a position he has held since December 2016.

Love also is a director of USCF Investments, a position he has held since December 2016.

Love previously served as a Senior Portfolio Manager for the Related Public Funds from March 2010 through May 15, 2015.

1 unchanged sentence

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 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.

3 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 , 62, 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 and CPER since January 2013 and as the portfolio manager of the United States Agriculture Index Fund from January 2013 to September 2018.

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.

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

5 unchanged sentences

(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 USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, from May 2018 to present.

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, and (2) the USCF Sustainable Battery Metals Strategy Fund from January 2023 to present.

Ngim serves as a Management Trustee of:

5 unchanged sentences

Nguyen , 63, Management Director and principal since July 2015.

Nguyen served on the Board of Wainwright from December 2014 to December 2016.

Nguyen served on the Board of USCF Investments, from December 2014 to December 2016.

Nguyen co-founded USCF in 2005 and served as a Management Director until March 2012.

8 unchanged sentences

from California State University at Sacramento, and holds NFA Series 3 and FINRA Series 7 registrations.

Yu , 63, Chief Compliance Officer of USCF since February 2013.

In addition, she served USCF as the General Counsel from May 2015 through April 2018 and the Assistant General Counsel from August 2011 through April 2015.

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

Yu was the Assistant Chief Compliance Officer and AML Officer of the USCF ETF Trust.

Since August 2013, in the case of USCF, and January 2017, in the case of USCF Advisers LLC, Ms.

Yu has been a principal listed with the CFTC and NFA.

USCF Advisers LLC, 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.

Yu earned her JD from Golden Gate University School of Law and a B.S.

in business administration from San Francisco State University.

Ellis , 76, Independent Director of USCF since September 2005.

1 unchanged sentence

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 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.

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).

2 unchanged sentences

Fobes III , 58, Independent Director of USCF and Chairman of USCF’s audit committee since September 2005.

He founded and is the Chairman and Chief Executive Officer of Berkshire Capital Holdings, Inc., a California-based investment adviser registered under the Investment Advisers Act of 1940 that has been sponsoring and providing portfolio management services to mutual funds since June 1997.

He founded and is the Chairman, Chief Executive Officer and Chief Investment Officer of Berkshire Capital Holdings, Inc., a California-based investment adviser registered under the Investment Advisers Act of 1940 that has been sponsoring and providing portfolio management services to mutual funds since June 1997.

Fobes serves as Chairman and President of The Berkshire Funds, a mutual fund investment company registered under the Investment Company Act of 1940.

22 unchanged sentences

Allen, Kevin A.

Baum, Carolyn M.

Yu and Wainwright Holdings, Inc.

Baum, Daphne G.

Frydman and USCF Investments, Inc.

The individuals who are Principals due to their positions are John P.

7 unchanged sentences

Allen, Kevin A.

Baum and Carolyn M.

In addition, Wainwright is a Principal because it is the sole member of USCF.

Baum and Daphne G.

Frydman In addition, USCF Investments is a Principal because it is the sole member of USCF.

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

22 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

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

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.

16 unchanged sentences

Interested parties who wish to make their concerns known to the non-management directors may communicate directly with Mr.

Ellis by writing to 475 Milan Drive, No.

Fobes by writing to 475 Milan Drive, No.

103, San Jose, CA 95134-2453 or by e-mail at uscf.director@gmail.com.

18 unchanged sentences

Additionally, the policies are intended to provide assurance that there is sufficient flexibility in controlling risks and returns associated with the use of investments by USL.

The policies, among other things, limit USL’s ability to have too high of a concentration of its assets in non-exchange traded futures contracts or cleared swap contracts or concentrating its investments in too few counterparties, absent prior approval from the Board.

The policies, among other things, limit USL’s ability to have too high of a concentration of its assets in non-exchange traded futures contracts or

cleared swap contracts or concentrating its investments in too few counterparties, absent prior approval from the Board.

Existing counterparties are reviewed periodically by the Board to ensure that they continue to meet the criteria outlined in the policies.

66 unchanged sentences

2 to the Marketing Agent Agreement.

Third Amendment Agreement to the Marketing Agent Agreement.

Fourth Amendment Agreement to the Marketing Agent Agreement.

Amendment to the License Agreement.

18 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase.

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

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

50 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