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Item 8. Financial Statements and Supplementary Data

2024-02-29 compared with 2023-02-27 · 122 added, 80 removed, 485 unchanged (29% of the section changed)

3 unchanged sentences

Management’s Annual Report on Internal Control Over Financial Reporting.

Report of Independent Registered Public Accounting Firm.

Report of Independent Registered Public Accounting Firms.

(Cohen & Company, Ltd.

PCAOB ID 925 ;

Spicer Jeffries LLP PCAOB ID 349 )

Statements of Financial Condition at December 31, 2023 and 2022.

12 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of financial condition of United States 12 Month Oil Fund, LP (the “Fund”), including the schedule of investments, as of December 31, 2022 and 2021, and the related statements of operations, changes in partners’ capital and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying statement of financial condition, including the schedule of investments, of United States 12 Month Oil Fund, LP (the “Fund”) as of December 31, 2023, the related statements of operations, changes in partners’ capital, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

We also have audited the Fund’s internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United States 12 Month Oil Fund, LP as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2023 and the results of its operations, changes in partners’ capital, and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

The Fund’s financial statements and internal control over financial reporting for the years ended December 31, 2022, and prior, were audited by other auditors whose report dated February 27, 2023, expressed an unqualified opinion on those financial statements and internal control over financial reporting.

Basis for Opinions

The Fund’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting .

Our responsibility is to express an opinion on the Fund’s financial statements and an opinion on the Fund’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Fund’s auditor since 2023.

/s/ Cohen & Company, Ltd.

Philadelphia, Pennsylvania

February 29, 2024

SPICER JEFFRIES LLP

Certified Public Accountants

4601 DTC BOULEVARD · SUITE 700

DENVER, COLORADO 80237

(303) 753-1959

(303) 753-0338

www.spicerjeffries.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

United States 12 Month Oil Fund, LP

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statement of financial condition of United States 12 Month Oil Fund, LP (the “Fund”), including the schedule of investments, as of December 31, 2022, and the related statements of operations, changes in partners’ capital and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

We also have audited the Fund’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United States 12 Month Oil Fund, LP as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Basis for Opinion

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/s/ Spicer Jeffries LLP

We have served as the Fund’s auditor since 2007.

Denver, Colorado

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( 2,062,789 )

( 3,133,690 )

Dividends receivable

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Liabilities and Partners’ Capital

Payable due to Broker

Payable for shares redeemed

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Directors’ fees payable

License fees payable

Registration fees payable

Total Liabilities

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Market value per share

* Certain prior year amounts have been reclassified for consistency with the current presentation.

See accompanying notes to financial statements.

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NYMEX WTI Crude Oil Futures CL July 2024 contracts, expiring June 2024

( 1,217,930 )

NYMEX WTI Crude Oil Futures CL August 2024 contracts, expiring July 2024

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Total United States Money Market Funds

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

* Collateral amounted to $ 45,391,063 on open commodity futures contracts.

# Reflects the 7-day yield at December 31, 2023 .

See accompanying notes to financial statements.

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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

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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 .

9 unchanged sentences

Realized gain (loss) on closed commodity futures contracts

( 3,987,201 )

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

1 unchanged sentence

( 17,234,420 )

Realized gain (loss) on short-term investments

Dividend income

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Weighted average limited partner shares outstanding

Interest income does not exceed paid in kind of 5 % .

See accompanying notes to financial statements.

United States 12 Month Oil Fund, LP

Statement of Changes in Partners’ Capital

Statements of Changes in Partners’ Capital

For the years ended December 31, 2023, 2022 and 2021

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(Increase) decrease in ETF transaction fees receivable

(Increase) decrease in prepaid license fees

Increase (decrease) in payable due to Broker

3 unchanged sentences

Increase (decrease) in professional fees payable

Increase (decrease) in brokerage commissions payable

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

( 1,281,395 )

Cash Flows from Financing Activities:

7 unchanged sentences

( 89,173,676 )

( 152,986,967 )

Net Increase (Decrease) in Cash and Cash Equivalents

1 unchanged sentence

( 39,489,209 )

( 52,987,440 )

Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of year

Total Cash, Cash Equivalents and Equity in Trading Accounts, end of year

Components of Cash and Cash Equivalents:

Components of Cash, Cash Equivalents, and Equity in Trading Accounts:

Cash and cash equivalents

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Total Cash, Cash Equivalents and Equity in Trading Accounts

* Certain prior year amounts have been reclassified for consistency with the current presentation.

See accompanying notes to financial statements.

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(together, “ICE Futures”) or other U.S.

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”).

and foreign exchanges (collectively, “Oil Futures Contracts”) and to a lesser extent, in order to comply with regulatory requirements, risk mitigation measures, liquidity 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, and 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, but are not limited to, those allowing USL to obtain greater liquidity or to execute transactions with more favorable pricing.

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Investors should be aware that USL’s investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of light, sweet crude oil or any particular futures contract based on light, sweet crude oil, nor is USL’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 have impacted the total return on an investment in USL’s shares during the past year relative to a hypothetical direct investment in crude oil and, in the future, it is likely that the relationship between the market price of USL’s shares and changes in the spot prices of light, sweet crude oil will continue to be so impacted by contango and backwardation.

This is because natural market forces called contango and backwardation may have impacted and the total return on an investment in USL’s shares during the past year relative to a hypothetical direct investment in crude oil and, in the future, it is likely that the relationship between the market price of USL’s shares and changes in the spot prices of light, sweet crude oil 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 crude oil, which could be substantial).

In addition, USCF believes that market arbitrage opportunities will cause daily changes in USL’s share price on the NYSE Arca on a percentage basis to closely track daily changes in USL’s per share NAV on a percentage basis.

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 further believes that the daily changes in the average prices of the Benchmark Oil Futures Contracts have historically 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.

As of December 31, 2023, USL held 938 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.

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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”) and the United States Gasoline Fund, LP (“UGA”), which listed their limited partnership shares on the AMEX under the ticker symbols “USO” on April 10, 2006, “UNG” on April 18, 2007 and “UGA” on February 26, 2008, respectively.

As a result of the acquisition of the AMEX by NYSE Euronext, each of USO’s, UNG’s and UGA’s shares commenced trading on the NYSE Arca on November 25, 2008.

USCF is also the general partner of the United States 12 Month Natural Gas Fund, LP (“UNL”) and the United States Brent Oil Fund, LP (“BNO”), which listed their limited partnership shares on the NYSE Arca under the ticker symbols “UNL” on November 18, 2009 and “BNO” on June 2, 2010, respectively.

USCF previously served as the general partner for the United States Short Oil Fund, LP (“DNO”) and the United States Diesel-Heating Oil Fund, LP (“UHN”), both of which were liquidated in 2018.

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 Gasoline Fund, LP (“UGA”), the United States 12 Month Natural Gas Fund, LP (“UNL”) 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”).

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.

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

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”).

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USL also commenced investment operations on December 6, 2007, by purchasing Oil Futures Contracts traded on the NYMEX based on light, sweet crude oil.

As of December 31, 2022, USL had registered a total of 311,000,000 shares.

As of December 31, 2023, USL had registered an unlimited number of shares and available for issuance.

On April 28, 2023, the SEC declared effective a registration statement filed by USL that registered an unlimited number of shares.

As a result, USL has an unlimited number of shares that can be issued in the form of Creation Baskets.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Revenue Recognition

Commodity futures contracts, forward contracts, physical commodities and related options are recorded on the trade date.

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 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.

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.

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The amounts due from Authorized Participants are reflected in USL’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 USL a $ 350 transaction fee for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets.

Authorized Participants pay USL 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 USL in proportion to the number of shares each partner holds as of the close of each month.

Profit or loss shall be allocated among the partners of USL 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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Cash Equivalents

Cash equivalents include money market funds and overnight deposits or time deposits with original maturity dates of six months or less.

Cash equivalents include money market funds and overnight deposits or time deposits with original maturity dates of three months or less.

Reclassification

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Independent Directors’ and Officers’ Expenses

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 .

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, 2023 totaled of $ 36,584 for USL and, in the aggregate for USL and the Related Public Funds, approximately $ 1,210,000 .

For the year ended December 31, 2022, these fees and expenses in the aggregate were $ 1,258,000 for USL and the Related Public Funds.

USL’s portion of such fees and expenses for the year ended December 31, 2022 was $ 46,961 .

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

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

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, 2020 was $ 46,172 .

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 other 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 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, 2023, 2022 and 2021, USL incurred $ 11,497 , $ 18,975 and $ 26,868 , respectively under this arrangement.

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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 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.

The fee of the Marketing Agent through September 30, 2023, 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 has been amended and, commencing 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 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:

USCF engaged The Bank of New York Mellon, a New York corporation authorized to conduct 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:

(i) a Custody Agreement;

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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 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.

USL 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.

to serve as additional FCMs to USL effective on May 28, 2020, June 5, 2020, December 3, 2020 and August 8, 2023, 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 account.

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.

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Total commissions as annualized percentage of average total net assets

Commissions accrued as a result of rebalancing

Percentage of commissions accrued as a result of rebalancing

Commissions accrued as a result of creation and redemption activity

Percentage of commissions accrued as a result of creation and redemption activity

The decrease in total commissions accrued to brokers for the year ended December 31, 2023, compared to the year ended December 31, 2022, was due primarily to a lower number of crude oil futures contracts being held and traded.

1 unchanged sentence

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 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.

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.

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.

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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.

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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.

Such volatility is attributable in part to the COVID-19 pandemic, related supply chain disruptions, war, including the Russia-Ukraine war, political unrest, attacks or threats of attack by terrorists, conflicts in the Middle East, and continuing disputes among natural gas-producing countries.

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.

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The financial instruments held by USL 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 year ended December 31, 2023, the monthly average volume of open future contract notional value was $ 77,688,759 .

For the year ended December 31, 2022, the monthly average volume of open future contract notional value was $ 106,414,131 .

NOTE 6 — FINANCIAL HIGHLIGHTS

17 unchanged sentences

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 USL.

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.

NOTE 7 - QUARTERLY FINANCIAL DATA (Unaudited)

2 unchanged sentences

( 3,542,484 )

( 1,873,280 )

( 9,683,207 )

Total Expenses

1 unchanged sentence

( 3,688,777 )

( 2,016,298 )

( 9,845,043 )

Net Income (Loss) per Share

Total Income (Loss)

( 21,454,352 )

Total Expenses

Net Income (Loss)

( 21,693,648 )

Net Income (Loss) per Share

4 unchanged sentences

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:

19 unchanged sentences

United States Contracts

( 3,133,690 )

Effective January 1, 2009, USL 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.

4 unchanged sentences

Derivatives not Accounted for as Hedging Instruments

Condition Location

Futures - Commodity Contracts

Unrealized gain (loss) on open commodity futures contracts

( 2,062,789 )

The Effect of Derivative Instruments on the Statements of Operations

( 3,133,690 )

For the year ended

9 unchanged sentences

on Derivatives

in Derivatives

Recognized in

7 unchanged sentences

Futures - Commodity Contracts

Realized gain (loss) on closed positions

Change in unrealized gain (loss) on open positions

Realized gain (loss) on closed commodity futures contracts

( 3,987,201 )

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

( 22,781,720 )

( 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