What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-27 · 58 added, 84 removed, 339 unchanged (30% of the section changed)

12 unchanged sentences

Other Information.

No officers or directors of the Company have adopted, modified or terminated trading plans under either a Rule 10b5 - 1 or non - Rule 10b5 - 1 trading arrangement (as such terms are defined in Item 408 of Regulation S - K of the Securities Act of 1933) for the three month period ended December 31, 2023.

Monthly Account Statements

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The following principals of USCF serve in the below mentioned capacities:

Management Director, Vice President

Andrew F Ngim

Chief Operating Officer, Management Director and Portfolio Manager

Management Director

Management Director, Chairman of the Board of Directors, President and Chief Executive Officer

Chief Financial Officer, Secretary and Treasurer

Daphne Frydman

Andrew F Ngim

Chief Operating Officer and Portfolio Manager

Management Director

Management Director, Chief Marketing Officer

Director of Compliance

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

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.

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

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

Baum is a CFA Charterholder, CAIA Charterholder, earned a B.B.A.

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

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 Finance from Texas Tech University and holds NFA Series 3 and FINRA Series 7 registrations.

Crumbaugh, 60 , Management Director of USCF since April 2023 and Chief Financial Officer, Secretary and Treasurer of USCF since May 2015.

Crumbaugh Served as 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”) from December 2017 to January 2024 and as a management director on the board of directors of Marygold from April 2023 to January 2024 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 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.

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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Crumbaugh has been the Treasurer and Secretary of USCF Advisers.

He has served as a Management Trustee, Chief Financial Officer and Treasurer of USCF ETF Trust since May 2015 and (2) USCF Mutual Funds Trust since October 2016.

He has served as a Management Trustee, Chief Financial Officer and Treasurer of USCF ETF Trust since May 2015.

Crumbaugh joined USCF as the Assistant Chief Financial Officer on April 6, 2015.

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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 is listed 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 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 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.

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.

Drexel Hamilton Mutual Funds is not affiliated with Ameristock Corporation, the Ameristock Mutual Fund, Inc.

Gerber also has served USCF Advisers on the Board of Managers from June 2013 to present, as the President from June 2013 through June 2015, and as Vice President from June 2015 to present.

USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, since February 2017, is registered as a commodity pool operator, NFA member and swap firm.

He also has served as Chairman of the Boards of Trustees of USCF ETF Trust since 2014 and USCF Mutual Funds Trust since October 2016, respectively, (USCF ETF Trust and together with USCF Mutual Funds Trust are referred to as the “Trusts”) and each of the Trusts are investment companies registered under the Investment Company Act of 1940, as amended.

In addition, Mr.

Gerber served as the President and Chief Executive Officer of USCF ETF Trust from June 2014 until December 2015.

Gerber has been a principal of USCF listed with the CFTC and NFA since November 2005, an NFA associate member and associated person of USCF since December 2005 and a Branch Manager of USCF since May 2009.

Additionally, effective as of January 2017, he is a principal of USCF Advisers and, effective as of February 2017, he is an associated person, swap associated person, and branch manager of USCF Advisers.

Gerber earned an MBA degree in finance from the University of San Francisco, a B.A.

from Skidmore College and holds an NFA Series 3 registration.

Love, 52, 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.

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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.

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He also acted as co-portfolio manager of the Stock Split Index Fund, a series of the USCF ETF Trust for the period from September 2014 to December 2015, when he was promoted to the position of President and Chief Executive Officer of the USCF ETF Trust.

Since October 2016 to present, he also has served as the President and Chief Executive of the USCF Mutual Funds Trust.

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

Additionally, Mr.

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Love is a principal of USCF Advisers LLC as of January 2017.

Additionally, effective as of February 2017, he is an associated person, swap associated person, and branch manager of USCF Advisers.

Additionally, effective as of February 2017, he is an associated person, and swap associated person of USCF Advisers.

Love earned a B.A.

from the University of Southern California, holds an NFA Series 3 and FINRA Series 7 registrations and is a CFA Charterholder.

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.

from the University of Southern California, holds NFA Series 3 and FINRA Series 7 registrations and is a CFA Charterholder.

Andrew F Ngim , 63, co-founded USCF in 2005 and has served as a Management Director from May 2005 to April 2023 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 for the United States Agriculture Index Fund from January 2013 to September 2018.

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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:

(1) the USCF ETF Trust from August 2014 to the present and (2) the USCF Mutual Funds Trust from October 2016 to present.

(1) USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund from May 2018 to the present, (2) the USCF Sustainable Battery Metals Strategy Fund from January 2023 to present, (3) the USCF Energy Commodity Strategy Absolute Return Fund from May 2023 to present, (4) the USCF Sustainable Commodity Strategy Fund from August 9, 2023 to present, and (5) the USCF Aluminum Strategy Fund from October 6, 2023 to present.

Ngim served as a Management Trustee of the USCF ETF Trust from August 2014 to August 2023.

Ngim has been a principal of USCF listed with the CFTC and NFA since November 2005 and a principal of USCF Advisers LLC since January 2017.

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

Rooney , 51, Management Director of USCF since April 2023 and Chief Marketing Officer of USCF since January 2016.

She also served as a member of the Board of Directors of The Marygold Companies, which is the parent of USCF Investments, Inc.

USCF Investments, Inc., from January 2017 to April 2023.

is the sole member of USCF.

Previously, Ms.

Rooney was the National Sales Director at USCF from January 2007 to December 2015.

Rooney was the Director of Business Development at the Ameristock Corporation, a California - based registered investment adviser, from September 2003 to January 2007.

Prior to joining the Ameristock Corporation, she was Regional Sales Director at Accessor Capital Management, a registered investment adviser that was based in Seattle, Washington, from October 2002 to August 2003, National Sales Director at ALPS Mutual Fund Services, Inc., a boutique investment services company offering outsourced back office operations and distribution services to mutual fund managers, from June 1999 to October 2002, and Trust Officer at Fifth Third Bancorp, an American bank holding company headquartered in Ohio, from June 1994 to May 1999.

Additionally, Ms.

Rooney has been registered as an associated person of USCF since August 2015 and from December 2005 to April 2009 and is listed as a principal of USCF effective as of April 2023.

Additionally, effective as of February 2017, she is an associated person of USCF Advisers, LLC, an affiliate of USCF, which 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.

Rooney graduated from Wellesley College with a Bachelor of Arts in economics and psychology in June 1994.

Ellis , 77, Independent Director of USCF since September 2005.

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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).

19 unchanged sentences

Love, Stuart P.

Crumbaugh, Nicholas D.

Crumbaugh, Daphne G.

Frydman, Nicholas D.

Gerber, Melinda D.

1 unchanged sentence

Nguyen, Peter M.

Robinson, Scott Schoenberger, Gordon L.

Robinson, Kathryn D.

Rooney, Scott Schoenberger, Gordon L.

Ellis, Malcolm R.

1 unchanged sentence

Allen, Kevin A.

Baum, Daphne G.

Frydman and USCF Investments, Inc.

Baum, and USCF Investments, Inc., formerly Wainwright Holdings, Inc.

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

Love, Stuart P.

Crumbaugh, Nicholas D.

Gerber, Andrew F Ngim, Robert L.

Crumbaugh, Daphne G.

Frydman, Andrew F Ngim, Robert L.

Nguyen, Peter M.

Robinson, Gordon L.

Robinson, Kathryn D.

Rooney, Gordon L.

Ellis, Malcolm R.

Fobes III, Ray W.

Allen, Kevin A.

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.

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

Allen, and Kevin A.

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 USO.

Allen makes trading and investment decisions for USO.

Allen , Darius Coby, Seth Lancaster and Zach Sanchez execute trades on behalf of USO.

In addition, Nicholas D.

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The audit committee is governed by an audit committee charter that is posted on USL’s website at www.uscfinvestments.com.

Any shareholder of USL may also obtain a printed copy of the audit committee charter, free of charge, by calling 1-800-920-0259.

The Board has determined that each member of the audit committee meets the financial literacy requirements of the NYSE Arca and the audit committee charter.

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however, the Board believes that it is essential that the Board members represent diverse viewpoints.

Corporate Governance Policy

The Board of USCF has adopted a Corporate Governance Policy that applies to USL and the Related Public Funds.

USL has posted the text of the Corporate Governance Policy on its website at www.uscfinvestments.com.

Any shareholder of USL may also obtain a printed copy of the Corporate Governance Policy, free of charge, by calling 1-800-920-0259.

Code of Ethics

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

Fobes by writing to 475 Milan Drive, No.

Ellis by writing to 475 Milan Drive, No.

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

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The full Board is actively involved in overseeing the management and operation of USCF, including oversight of the risks that face USL and the Related Public Funds.

For example, the Board has adopted an Investment Policy and a Policy for Use of Derivatives.

The policies are intended to ensure that USCF takes prudent and careful action while entering into and managing investments taken by USL, including Oil Futures Contracts and Other Oil-Related Investments such as OTC swap contracts.

USCF’s compliance policies and procedures are intended to ensure that USCF takes prudent and careful action while entering into and managing investments taken by USL, including Oil Futures Contracts and Other Oil-Related Investments such as OTC swap contracts.

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.

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

The Board tasks USCF with assessing risks, including market risk, credit risk, liquidity risk, cash flow risk, basis risk, legal and tax risk, settlement risk, and operational risk.

The policies and procedures, among other things, provide criteria for OTC swap counterparties and documentation.

There are certain risks that may arise as a result of a growth in assets under management.

3 unchanged sentences

USL and the Related Public Funds ameliorate the potential credit, liquidity and valuation risks by fully collateralizing any OTC swap contracts or other investments.

Other Information

In addition to the certifications of the Chief Executive Officer and Chief Financial Officer of USCF filed or furnished with this annual report on Form 10-K regarding the quality of USL’s public disclosure, USL will submit, within 30 days after filing this annual report on Form 10-K, to the NYSE Arca a certification of the Chief Executive Officer of USCF certifying that he is not aware of any violation by USL of NYSE Arca corporate governance listing standards.

Executive Compensation.

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Management Directors

Andrew F Ngim

Independent Directors

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All other fees

Audit fees consist of fees paid to Spicer Jeffries LLP for (i) the audit of USL’s annual financial statements included in the annual report on Form 10-K, and review of financial statements included in the quarterly reports on Form 10-Q and certain of USL’s current reports on Form 8-K;

Audit fees consist of fees paid to Cohen & Company, Ltd.

and Spicer Jeffries LLP for (i) the audit of USL’s annual financial statements included in the annual report on Form 10-K, and review of financial statements included in the quarterly reports on Form 10-Q and certain of USL’s current reports on Form 8-K;

(ii) the audit of USL’s internal control over financial reporting included in the annual report on Form 10-K;

and (iii) services that are normally provided by the Independent Registered Public Accountants in connection with statutory and regulatory filings of registration statements.

Tax fees consist of fees paid to Spicer Jeffries LLP for professional services rendered in connection with tax compliance and partnership income tax return filings.

Tax fees consist of fees paid for professional services rendered in connection with tax compliance and partnership income tax return filings.

The audit committee has established policies and procedures which are intended to control the services provided by USL’s independent auditors and to monitor their continuing independence.

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2 to the Marketing Agent Agreement.

Fourth Amendment Agreement to the Marketing Agent Agreement.

Third Amendment Agreement to the Marketing Agent Agreement.

Amendment to the License Agreement.

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Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.

Dodd-Frank Compensation Recoupment Policy

XBRL Instance Document.

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Title (Capacity)

/s/ Nicholas D.

/s/ Kathryn D.

Management Director

2 unchanged sentences

February 29, 2024

/s/ Andrew F Ngim

/s/ Stuart P.

Management Director

February 29, 2024

Andrew F Ngim

/s/ Robert L.

10 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