Item 1. Business.
What is USL?
The United States 12 Month Oil Fund, LP
(“USL”) is a Delaware limited partnership organized on June 27, 2007. USL maintains its main business office at 1850
Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596. USL is a commodity pool that issues limited partnership interests
(“shares”) traded on the NYSE Arca, Inc. (the “NYSE Arca”). It operates pursuant to the terms of the Third
Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (as amended from time to time, the “LP
Agreement”), which grants full management control to its general partner, United States Commodity Funds LLC (“USCF”).
The investment objective of USL is for
the daily changes in percentage terms of its shares’ per share net asset value (“NAV”) to reflect the daily changes
in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the daily changes
in the average of the prices of 12 futures contracts for light, sweet crude oil traded on the New York Mercantile Exchange (the
“NYMEX”), consisting of the near month contract to expire and the contracts for the following 11 months, for a total
of 12 consecutive months’ contracts, except when the near month contract is within two weeks of expiration, in which case
it will be measured by the futures contract that is the next month contract to expire and the contracts for the following 11 consecutive
months (the “Benchmark Oil Futures Contracts”), plus interest earned on USL’s collateral holdings, less USL’s
expenses. When calculating the daily movement of the average price of the 12 contracts, each contract month will be equally weighted.
It is not the intent of USL to be operated in a fashion such that the per share NAV will 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 per share NAV to reflect the percentage change of the price of any particular futures contract
as measured over a time period greater than one day.
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’s shares began trading on December 6, 2007. USCF is the general partner of
USL and is responsible for the management of USL.
Who is USCF?
USCF is a single member limited liability
company that was formed in the state of Delaware on May 10, 2005. USCF maintains its main business office at 1850 Mt. Diablo Boulevard,
Suite 640, Walnut Creek, California 94596. USCF is a wholly-owned subsidiary of Wainwright Holdings, Inc., a Delaware corporation
(“Wainwright”), which is a wholly owned subsidiary of Concierge Technologies, Inc. (publicly traded under the ticker
CNCG) (“Concierge”). Mr. Nicholas D. Gerber (discussed below), along with certain family members and certain other
shareholders, owns the majority of the shares in Concierge. Wainwright is a holding company that currently holds both USCF, as
well as USCF Advisers LLC, an investment adviser registered under the Investment Advisers Act of 1940, as amended. USCF Advisers
LLC serves as the investment adviser for the USCF SummerHaven SHPEN Index Fund (“BUYN”), the USCF SummerHaven SHPEI
Index Fund (“BUY”) and USCF SummerHaven Dynamic Commodity Index Total ReturnSM (“SDCI”), each
a series of the USCF ETF Trust. USCF Advisers LLC also served as the investment adviser to the USCF Commodity Strategy Fund, a
series of the USCF Mutual Funds Trust, which liquidated all of its assets and distributed cash pro rata to all remaining shareholders
in March 2019. USCF ETF Trust and USCF Mutual Funds Trust are registered under the Investment Company Act of 1940, as amended (the
“1940 Act”). The Board of Trustees for USCF ETF Trust and USCF Mutual Funds Trust consist of different independent
trustees than those independent directors who serve on the Board of Directors of USCF. USCF is a member of the National Futures
Association (the “NFA”) and registered as a commodity pool operator (“CPO”) with the Commodity Futures
Trading Commission (the “CFTC”) on December 1, 2005 and as a swaps firm on August 8, 2013.
USCF serves as 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 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 sponsor of the United
States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”), and the USCF Crescent
Crypto Index Fund (“XBET”), each a series of the United States Commodity Index Funds Trust (“USCIFT”).
XBET is currently in registration and has not commenced operations. USCF previously served as the sponsor for the United
States Agriculture Index Fund (“USAG”), which was liquidated in 2018.
In addition, USCF is the sponsor of the
USCF Funds Trust, a Delaware statutory trust, and each of its series, the United States 3x Oil Fund (“USOU”) and the
United States 3x Short Oil Fund (“USOD”), which listed their shares on the NYSE Arca on July 20, 2017 under the ticker
symbols “USOU” and “USOD”, respectively. Each of USOU and USOD liquidated all of its assets and distributed
cash pro rata to all remaining shareholders in December 2019.
USO, UNG, UGA, UNL, USL, BNO, USCI and
CPER are referred to collectively herein as the “Related Public Funds.”
The Related Public Funds are subject to
reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For more information
about each of the Related Public Funds, investors in USL may call 1-800-920-0259 or visit www.uscfinvestments.com or the website
of the Securities and Exchange Commission (“SEC”) at www.sec.gov.
USCF is required to evaluate the credit
risk of USL to the futures commission merchant (“FCM”), oversee the purchase and sale of USL’s shares by certain
authorized purchasers (“Authorized Participants”), review daily positions and margin requirements of USL and manage
USL’s investments. USCF also pays the fees of ALPS Distributors, Inc. (“ALPS Distributors”), which serves as
the marketing agent for USL (the “Marketing Agent”), and Brown Brothers Harriman & Co. (“BBH&Co.”),
which serves as the administrator (the “Administrator”) and the custodian (the “Custodian”) for USL.
Limited partners have no right to elect
USCF as the general partner on an annual or any other continuing basis. If USCF voluntarily withdraws as general partner, however,
the holders of a majority of USL’s outstanding shares (excluding for purposes of such determination shares owned, if any,
by the withdrawing USCF and its affiliates) may elect its successor. USCF may not be removed as general partner except upon approval
by the affirmative vote of the holders of at least 66 and 2/3 percent of USL’s outstanding shares (excluding shares owned,
if any, by USCF and its affiliates), subject to the satisfaction of certain conditions set forth in the LP Agreement.
USL has no executive officers or employees.
Pursuant to the terms of the LP Agreement, USL’s affairs are managed by USCF.
The business and affairs of USCF are managed
by a board of directors (the “Board”), which is comprised of four management directors (the “Management Directors”),
each of whom are also executive officers or employees of USCF, and three independent directors who meet the independent director
requirements established by the NYSE Arca Equities Rules and the Sarbanes-Oxley Act of 2002. The Management Directors have the
authority to manage USCF pursuant to the terms of the Sixth Amended and Restated Limited Liability Company Agreement of USCF, dated
as of May 15, 2015 (as amended from time to time, the “LLC Agreement”). Through its Management Directors, USCF manages
the day-to-day operations of USL. The Board has an audit committee which is made up of the three independent directors (Gordon
L. Ellis, Malcolm R. Fobes III and Peter M. Robinson). For additional information relating to the audit committee, please see “Item
10. Directors, Executive Officers and Corporate Governance – Audit Committee” in this annual report on Form 10-K.
How Does USL Operate?
An investment in the shares provides a
means for diversifying an investor’s portfolio or hedging exposure to changes in oil prices. An investment in the shares
allows both retail and institutional investors to easily gain this exposure to the crude oil market in a transparent, cost-effective
manner.
The net assets of USL consist primarily
of investments in futures contracts for light, sweet crude oil, 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, 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 (“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. For convenience and unless otherwise specified,
Oil Futures Contracts and Other Oil-Related Investments collectively are referred to as “Oil Interests” in this annual
report on Form 10-K. USL invests substantially the entire amount of its assets in Oil Futures Contracts while supporting such investments
by holding the amounts of its margin, collateral and other requirements relating to these obligations in short-term obligations
of the United States of two years or less (“Treasuries”), cash and cash equivalents. The daily holdings of USL are
available on USL’s website at www.uscfinvestments.com.
The investment objective of USL is for
the daily changes in percentage terms of its shares’ per share NAV to reflect the daily changes in percentage terms of the
spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the daily changes in the average of the prices
of 12 futures contracts for light, sweet crude oil traded on the NYMEX, consisting of the near month contract to expire and the
contracts for the following 11 months, for a total of 12 consecutive months’ contracts, except when the near month contract
is within two weeks of expiration, in which case it will be measured by the futures contracts that are the next month contract
to expire (the “Benchmark Oil Futures Contracts”), plus interest earned on USL’s collateral holdings, less USL’s
expenses. When calculating the daily movement of the average price of the 12 contracts, each contract month is equally weighted.
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. USL may invest in interests other than the Benchmark Oil Futures Contracts
to comply with accountability levels and position limits. For a detailed discussion of accountability levels and position limits,
see “Item 1. Business – What are Oil Futures Contracts?” below in this annual report on Form 10-K.
USCF employs a “neutral” investment
strategy in order to track changes in the average prices of the Benchmark Oil Futures Contracts regardless of whether these prices
go up or go down. USL’s “neutral” investment strategy is designed to permit investors generally to purchase and
sell USL’s shares for the purpose of investing indirectly in crude oil in a cost-effective manner, and/or to permit participants
in the oil or other industries to hedge the risk of losses in their crude oil-related transactions. Accordingly, depending on the
investment objective of an individual investor, the risks generally associated with investing in crude oil and/or the risks involved
in hedging may exist. In addition, an investment in USL involves the risk that the daily changes in the price of USL’s shares,
in percentage terms, will not accurately track the daily changes in the average prices of the Benchmark Oil Futures Contracts,
in percentage terms, and that daily changes in the Benchmark Oil Futures Contracts, in percentage terms, will not closely correlate
with daily changes in the spot price of light, sweet crude oil, in percentage terms.
The Benchmark Oil Futures Contracts are
changed from the near month contract to expire and the 11 following months to the next month contract to expire and the 11 following
months during one day each month. On that day, USCF “rolls” USL’s positions by closing, or selling, USL’s
Oil Interests and reinvests the proceeds from closing these positions in new Oil Interests.
The anticipated dates on which the Benchmark
Oil Futures Contracts are changed and USL’s Oil Interests are “rolled” will be posted on USL’s website
at www.uscfinvestments.com, and are subject to change without notice.
USL’s total portfolio composition
is disclosed on its website each business day that the NYSE Arca is open for trading. The website disclosure of portfolio holdings
is made daily and includes, as applicable, the name and value of each Oil Interest, the specific types of Other Oil-Related Investments
and characteristics of such Other Oil-Related Investments, the name and value of each Treasury security and cash equivalent, and
the amount of cash held in USL’s portfolio. USL’s website is publicly accessible at no charge. USL’s assets used
for margin and collateral are held in segregated accounts pursuant to the Commodity Exchange Act (the “CEA”) and CFTC
regulations.
The shares issued by USL may only be purchased
by Authorized Participants and only in blocks of 50,000 shares called Creation Baskets. The amount of the purchase payment for
a Creation Basket is equal to the aggregate NAV of the shares in the Creation Basket. Similarly, only Authorized Participants may
redeem shares and only in blocks of 50,000 shares called Redemption Baskets. The amount of the redemption proceeds for a Redemption
Basket is equal to the aggregate NAV of shares in the Redemption Basket. The purchase price for Creation Baskets and the redemption
price for Redemption Baskets are the actual NAV calculated at the end of the business day when a request for a purchase or redemption
is received by USL. The NYSE Arca publishes an approximate per share NAV intra-day based on the prior day’s per share NAV
and the current price of the Benchmark Oil Futures Contracts, but the price of Creation Baskets and Redemption Baskets is determined
based on the actual per share NAV calculated at the end of the day.
While USL issues shares only in Creation
Baskets, shares are listed on the NYSE Arca and investors may purchase and sell shares at market prices like any listed security.
What is USL’s Investment Strategy?
In managing USL’s assets, USCF does
not use a technical trading system that issues buy and sell orders. USCF instead employs a quantitative methodology whereby each
time a Creation Basket is sold, USCF purchases Oil Interests, such as the Benchmark Oil Futures Contracts, that have an aggregate
market value that approximates the amount of Treasuries and/or cash received upon the issuance of the Creation Basket.
By remaining invested as fully as possible
in Oil Futures Contracts or Other Oil-Related Investments, USCF believes that the changes in percentage terms in USL’s per
share NAV will continue to closely track the daily changes in percentage terms in the average of the prices of the Benchmark Oil
Futures Contracts. USCF believes that certain arbitrage opportunities result in the price of the shares traded on the NYSE Arca
closely tracking the per share NAV of USL. Additionally, Oil Futures Contracts traded on the NYMEX have closely tracked the spot
price of light, sweet crude oil. Based on these expected interrelationships, USCF believes that the changes in the price of USL’s
shares traded on the NYSE Arca have closely tracked and will continue to closely track the changes in the spot price of light,
sweet crude oil, on a percentage basis. For performance data relating to USL’s ability to track its benchmark, see “Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Tracking USL’s Benchmark”
in this annual report on Form 10-K.
USCF endeavors to place USL’s trades
in Oil Futures Contracts and Other Oil-Related Investments and otherwise manage USL’s investments so that “A”
will be within plus/minus ten percent (10%) of “B”, where:
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A is the average daily change in USL’s per share NAV for any period of 30 successive valuation
days; i.e., any NYSE Arca trading day as of which USL calculates its per share NAV, and
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B is the average daily percentage change in the average of the prices of the Benchmark Oil Futures
Contracts over the same period.
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USCF believes that market arbitrage opportunities
will cause the daily changes in USL’s share price on the NYSE Arca to closely track the daily changes in USL’s per
share NAV on a percentage basis. USCF further believes that the net effect of these two expected relationships and the relationships
described above between USL’s per share NAV and the Benchmark Oil Futures Contracts, 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, plus interest earned on USL’s collateral holdings, less USL’s
expenses. For performance data relating to USL’s ability to track its benchmark, see “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Tracking USL’s Benchmark” in this
annual report on Form 10-K.
The specific Oil Futures Contracts purchased
depend on various factors, including a judgment by USCF as to the appropriate diversification of USL’s investments in futures
contracts with respect to the month of expiration, and the prevailing price volatility of particular contracts. In addition, USL
may make use of a mixture of standard sized futures contracts as well as the smaller sized “mini” contracts. While
USCF has made significant investments in NYMEX Oil Futures Contracts, for various reasons, including the ability to enter into
the precise amount of exposure to the crude oil market, position limits or other regulatory requirements limiting USL’s holdings,
and market conditions, it may invest in futures contracts traded on other exchanges or invest in Other Oil-Related Investments.
To the extent that USL invests in Other Oil-Related Investments, it would prioritize investments in contracts and instruments that
are economically equivalent to the Benchmark Oil Futures Contracts, including cleared swaps that satisfy such criteria, and then,
to a lesser extent, it would invest in other types of cleared swaps and other contracts, instruments and non-cleared swaps, such
as swaps in the OTC market. If USL is required by law or regulation, or by one of its regulators, including a futures exchange,
to reduce its position in the Futures Contracts to the applicable position limit or to a specified accountability level or if market
conditions dictate it would be more appropriate to invest in Other Oil-Related Investments, a substantial portion of USL’s
assets could be invested in accordance with such priority in Other Oil-Related Investments that are intended to replicate the return
on the Futures Contracts. As USL’s assets reach higher levels, it is more likely to exceed position limits, accountability
levels or other regulatory limits and, as a result, it is more likely that it will invest in accordance with such priority in Other
Oil-Related Investments at such higher levels. In addition, 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. See “Item 1. Business – Commodities Regulation” in this annual report on Form
10-K for a discussion of the potential impact of regulation on USL’s ability to invest in OTC transactions and cleared swaps.
USCF may not be able to fully invest USL’s
assets in the Futures Contracts having an aggregate notional amount exactly equal to USL’s NAV. For example, as standardized
contracts, the Futures Contracts are for a specified amount of a particular commodity, and USL’s NAV and the proceeds from
the sale of a Creation Basket are unlikely to be an exact multiple of the amounts of those contracts. As a result, in such circumstances,
USL may be better able to achieve the exact amount of exposure to changes in price of the Benchmark Oil Futures Contracts through
the use of Other Oil-Related Investments, such as OTC contracts that have better correlation with changes in price of the Benchmark
Oil Futures Contracts.
USL anticipates that to the extent it invests
in Futures Contracts other than contracts on light, sweet crude oil (such as futures contracts for diesel-heating oil, natural
gas, and other petroleum-based fuels) and Other Oil-Related Investments, it will enter into various non-exchange-traded derivative
contracts to hedge the short-term price movements of such Futures Contracts and Other Oil-Related Investments against the current
Benchmark Oil Futures Contracts.
USCF does not anticipate letting USL’s
Oil Futures Contracts expire and taking delivery of the underlying commodity. Instead, USCF closes existing positions, e.g., when
it changes the Benchmark Oil Futures Contracts or Other Oil-Related Investments or it otherwise determines it would be appropriate
to do so and reinvests the proceeds in new Oil Futures Contracts or Other Oil-Related Investments. Positions may also be closed
out to meet orders for Redemption Baskets and in such case proceeds for such baskets will not be reinvested.
What is the Crude Oil Market and the
Petroleum-Based Fuel Market?
USL may purchase Oil Futures Contracts
traded on the NYMEX that are based on light, sweet crude oil. It may also purchase contracts on other exchanges, including the
ICE Futures Exchange or other U.S. and foreign exchanges. The NYMEX contracts provide for delivery of several grades of domestic
and internationally traded foreign crudes, and, among other things, serves the diverse needs of the physical market. In Europe,
Brent crude oil is the standard for futures contracts and is primarily traded on the ICE Futures Europe. Brent crude oil is the
price reference for two-thirds of the world’s traded oil. The ICE Brent Futures is a deliverable contract with an option
to cash settle which trades in units of 1,000 barrels (42,000 U.S. gallons). The ICE Futures also offers a West Texas Intermediate
(“WTI”) crude oil futures contract which trades in units of 1,000 barrels. The WTI crude oil futures contract is cash
settled against the prevailing market price for U.S. light sweet crude oil.
Light, Sweet Crude Oil. Light, sweet
crudes are preferred by refiners because of their low sulfur content and relatively high yields of high-value products such as
gasoline, diesel fuel, diesel-heating oil and jet fuel. The price of light, sweet crude oil has historically exhibited periods
of significant volatility.
Demand for petroleum products by consumers,
as well as agricultural, manufacturing and transportation industries, determines demand for crude oil by refiners. Since the precursors
of product demand are linked to economic activity, crude oil demand will tend to reflect economic conditions. However, other factors
such as weather also influence product and crude oil demand.
Crude oil supply is determined by both
economic and political factors. Oil prices (along with drilling costs, availability of attractive prospects for drilling, taxes
and technology, among other factors) determine exploration and development spending, which influence output capacity with a lag.
In the short run, production decisions by the Organization of Petroleum Exporting Countries (“OPEC”) also affect supply
and prices. Oil export embargoes and the current conflicts in the Middle East represent other routes through which political developments
move the market. It is not possible to predict the aggregate effect of all or any combination of these factors.
Diesel-Heating Oil. Diesel-heating
oil, also known as No. 2 fuel oil, accounts for 25% of the yield of a barrel of crude oil, the second largest “cut”
from oil after gasoline. The diesel-heating Oil Futures Contract listed and traded on the NYMEX trades in units of 42,000 gallons
(1,000 barrels) and is based on delivery in the New York harbor, the principal cash market center. The ICE Futures also offers
a diesel-heating Oil Futures Contract which trades in units of 42,000 U.S. gallons (1,000 barrels). The diesel-heating Oil Futures
Contract is cash-settled against the prevailing market price for diesel-heating oil delivered to the New York Harbor.
Gasoline. Gasoline is the largest
single volume refined product sold in the U.S. and accounts for almost half of national oil consumption. The gasoline futures contract
listed and traded on the NYMEX trades in units of 42,000 gallons (1,000 barrels) and is based on delivery at petroleum products
terminals in the New York harbor, the major East Coast trading center for imports and domestic shipments from refineries in the
New York harbor area or from the Gulf Coast refining centers. The price of gasoline has historically been volatile.
Natural Gas. Natural gas accounts
for almost a quarter of U.S. energy consumption. The natural gas futures contract listed and traded on the NYMEX trades in units
of 10,000 million British thermal units and is based on delivery at the Henry Hub in Louisiana, the nexus of 16 intra-and interstate
natural gas pipeline systems that draw supplies from the region’s prolific gas deposits. The pipelines serve markets throughout
the U.S. East Coast, the Gulf Coast, the Midwest, and up to the Canadian border. The price of natural gas has historically been
volatile.
What are Oil Futures Contracts?
Futures contracts are agreements between
two parties. One party agrees to buy a commodity such as crude oil from the other party at a later date at a price and quantity
agreed-upon when the contract is made. Oil Futures Contracts are traded on futures exchanges, including the NYMEX. For example,
the Benchmark Oil Futures Contracts are traded on the NYMEX in units of 1,000 barrels. Oil Futures Contracts traded on the NYMEX
are priced by floor brokers and other exchange members both through an “open outcry” of offers to purchase or sell
the contracts and through an electronic, screen-based system that determines the price by matching electronically offers to purchase
and sell. Additional risks of investing in Oil Futures Contracts are included in “Item 1A. Risk Factors” in
this annual report on Form 10-K.
Accountability Levels, Position Limits
and Price Fluctuation Limits. Designated contract markets (“DCMs”), such as the NYMEX and ICE Futures, have established
accountability levels and position limits on the maximum net long or net short futures contracts in commodity interests that any
person or group of persons under common trading control (other than as a hedge, which an investment by USL is not) may hold, own
or control. These levels and position limits apply to the futures contracts that USL invests in to meet its investment objective.
In addition to accountability levels and position limits, the NYMEX and ICE Futures also set daily price fluctuation limits on
futures contracts. The daily price fluctuation limit establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day’s settlement price. Once the daily price fluctuation limit has been reached in a
particular futures contract, no trades may be made at a price beyond that limit.
The accountability levels for the Benchmark
Oil Futures Contracts and other Oil Futures Contracts traded on U.S.-based futures exchanges, such as the NYMEX, are not a fixed
ceiling, but rather a threshold above which the NYMEX may exercise greater scrutiny and control over an investor’s positions.
The current accountability level for investments for any one-month in the Benchmark Oil Futures Contracts is 10,000 contracts.
In addition, the NYMEX imposes an accountability level for all months of 20,000 net futures contracts for light, sweet crude oil.
In addition, the ICE Futures maintains the same accountability levels, position limits and monitoring authority for its light,
sweet crude oil contract as the NYMEX. If USL and the Related Public Funds exceed these accountability levels for investments in
the futures contracts for light, sweet crude oil, the NYMEX and ICE Futures will monitor such exposure and may ask for further
information on their activities, including the total size of all positions, investment and trading strategy, and the extent of
liquidity resources of USL and the Related Public Funds. If deemed necessary by the NYMEX and/or ICE Futures, USL could be ordered
to reduce its net oil futures contracts back to the accountability level. As of December 31, 2019, USL held 940 NYMEX Crude Oil
Futures CL contracts. As of December 31, 2019, USL did not hold any Oil Futures Contracts traded on the ICE Futures. For the year
ended December 31, 2019, USL did not exceed accountability levels imposed by the NYMEX or ICE Futures, however, the aggregated
total of the Related Public Funds did exceed the accountability levels. No action was taken by NYMEX and USL did not reduce the
number of Oil Futures Contracts held as a result.
Position limits differ from accountability
levels in that they represent fixed limits on the maximum number of futures contracts that any person may hold and cannot allow
such limits to be exceeded without express CFTC authority to do so. In addition to accountability levels and position limits that
may apply at any time, the NYMEX and ICE Futures impose position limits on contracts held in the last few days of trading in the
near month contract to expire. It is unlikely that USL will run up against such position limits because USL’s investment
strategy is to close out its positions and “roll” from the near month contracts to expire to the next month contracts
during a one-day period beginning two weeks from expiration of the contracts. For the year ended December 31, 2019, USL did not
exceed any position limits imposed by the NYMEX and ICE Futures.
The CFTC has proposed to adopt limits on
speculative positions in 25 physical commodity futures and option contracts as well as swaps that are economically equivalent to
such contracts in the agriculture, energy and metals markets (the “Position Limit Rules”). The Position Limit Rules
would, among other things: identify which contracts are subject to speculative position limits; set thresholds that restrict the
size of speculative positions that a person may hold in the spot month, other individual months, and all months combined; create
an exemption for positions that constitute bona fide hedging transactions; impose responsibilities on DCMs and swap execution facilities
(“SEFs”) to establish position limits or, in some cases, position accountability rules; and apply to both futures and
swaps across four relevant venues: OTC, DCMs, SEFs as well as certain non-U.S. located platforms. The CFTC’s first attempt
at finalizing the Position Limit Rules, in 2011, was successfully challenged by market participants in 2012 and, since then, the
CFTC has re-proposed them and solicited comments from market participants multiple times. At this time, it is unclear how the Position
Limit Rules may affect USL, but the effect may be substantial and adverse. By way of example, the Position Limit Rules may negatively
impact the ability of USL to meet its investment objectives through limits that may inhibit USCF’s ability to sell additional
Creation Baskets of USL. See "The Commodity Interest Markets-Commodities Regulation" in this annual report on
Form 10-K for additional information.
Until such time as the Position Limit Rules
are adopted, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions in
commodities and related derivatives. Under that system, the CFTC enforces federal limits on speculation in nine agricultural
products (e.g., corn, wheat and soy), while futures exchanges establish and enforce position limits and accountability levels for
other agricultural products and certain energy products (e.g., oil and natural gas). As a result, USL may be limited
with respect to the size of its investments in any commodities subject to these limits.
Under existing and recently adopted CFTC
regulations, for the purpose of position limits, a market participant is generally required, subject to certain narrow exceptions,
to aggregate all positions for which that participant controls the trading decisions with all positions for which that participant
has a 10 percent or greater ownership interest in an account or position, as well as the positions of two or more persons acting
pursuant to an express or implied agreement or understanding with that participant (the “Aggregation Rules”). The Aggregation
Rules will also apply with respect to the Position Limit Rules if and when such Position Limit Rules are adopted.
Price Volatility. The price volatility
of Oil Futures Contracts generally has been historically greater than that for traditional securities such as stocks and bonds.
Price volatility often is greater day-to-day as opposed to intra-day. Oil Futures Contracts tend to be more volatile than stocks
and bonds because price movements for crude oil are more currently and directly influenced by economic factors for which current
data is available and are traded by crude oil futures traders throughout the day. Because USL invests a significant portion of
its assets in Oil Futures Contracts, the assets of USL, and therefore the prices of USL’s shares, may be subject to greater
volatility than traditional securities.
Marking-to-Market Futures Positions.
Oil Futures Contracts are marked to market at the end of each trading day and the margin required with respect to such contracts
is adjusted accordingly. This process of marking-to-market is designed to prevent losses from accumulating in any futures account.
Therefore, if USL’s futures positions have declined in value, USL may be required to post “variation margin”
to cover this decline. Alternatively, if USL’s futures positions have increased in value, this increase will be credited
to USL’s account.
Why Does USL Purchase and Sell Oil Futures
Contracts?
USL’s investment objective is for
the daily changes in percentage terms of its shares’ per share NAV to reflect the daily changes in percentage terms of the
average price of the Benchmark Oil Futures Contracts, less USL’s expenses. USL invests primarily in Oil Futures Contracts.
USL seeks to have its aggregate NAV approximate at all times the aggregate market value of the Oil Futures Contracts (or Other
Oil-Related Investments) it holds.
In connection with investing in Oil Futures
Contracts and Other Oil-Related Investments, USL holds Treasuries, cash and/or cash equivalents that serve as segregated assets
supporting USL’s positions in Oil Futures Contracts and Other Oil-Related Investments. For example, the purchase of an Oil
Futures Contract with a stated value of $10 million would not require USL to pay $10 million upon entering into the contract; rather,
only a margin deposit, generally of 5% to 30% of the stated value of the Oil Futures Contract, would be required. To secure its
Oil Futures Contract obligations, USL would deposit the required margin with the FCM and would separately hold, through its Custodian,
Treasuries, cash and/or cash equivalents in an amount equal to the balance of the current market value of the contract, which at
the contract’s inception would be $10 million minus the amount of the margin deposit, or $9.5 million (assuming a 5% margin).
As a result of the foregoing, typically
5% to 30% of USL’s assets are held as margin in segregated accounts with an FCM. In addition to the Treasuries and cash it
posts with the FCM for the Oil Futures Contracts it owns, USL may hold, through the Custodian or futures commission merchant, Treasuries,
cash and/or cash equivalents that can be posted as additional margin or as other collateral to support its OTC contracts. USL earns
income from the Treasuries and/or cash equivalents that it purchases, and on the cash it holds through the Custodian or FCM. USL
anticipates that the earned income will increase the NAV and limited partners’ capital contribution accounts. USL reinvests
the earned income, holds it in cash, or uses it to pay its expenses. If USL reinvests the earned income, it makes investments that
are consistent with its investment objective.
What are the Trading Policies of USL?
Liquidity
USL invests only in Oil Futures Contracts
and Other Oil-Related Investments that, in the opinion of USCF, are traded in sufficient volume to permit the ready taking and
liquidation of positions in these financial interests and other Oil-Related Investments that, in the opinion of USCF, may be readily
liquidated with the original counterparty or through a third party assuming the position of USL.
Spot Commodities
While the crude Oil Futures Contracts traded
can be physically settled, USL does not intend to take or make physical delivery. USL may from time to time trade in Other Oil-Related
Investments, including contracts based on the spot price of crude oil.
Leverage
USCF endeavors to have the value of USL’s
Treasuries, cash and cash equivalents, whether held by USL or posted as margin or other collateral, at all times approximate the
aggregate market value of its obligations under its Oil Futures Contracts and Other Oil-Related Investments. Commodity pools’
trading positions in futures contracts or other related investments are typically required to be secured by the deposit of margin
funds that represent only a small percentage of a futures contract’s (or other commodity interest’s) entire market
value. While USCF has not and does not intend to leverage USL’s assets, it is not prohibited from doing so under the LP Agreement.
Borrowings
Borrowings are not used by USL unless USL
is required to borrow money in the event of physical delivery, if USL trades in cash commodities, or for short-term needs created
by unexpected redemptions.
OTC Derivatives (Including Spreads
and Straddles)
In addition to Oil Futures Contracts, there
are also a number of listed options on the Oil Futures Contracts on the principal futures exchanges. These contracts offer investors
and hedgers another set of financial vehicles to use in managing exposure to the crude oil market. Consequently, USL may purchase
options on crude Oil Futures Contracts on these exchanges in pursuing its investment objective.
In addition to the Oil Futures Contracts
and options on the Oil Futures Contracts, there also exists an active non-exchange-traded market in derivatives tied to crude oil.
These derivatives transactions (also known as OTC contracts) are usually entered into between two parties in private contracts.
Unlike most of the exchange-traded Oil Futures Contracts or exchange-traded options on the Oil Futures Contracts, each party to
such contract bears the credit risk of the other party, i.e., the risk that the other party may not be able to perform its obligations
under its contract. To reduce the credit risk that arises in connection with such contracts, USL will generally enter into an agreement
with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc. (“ISDA”)
that provides for the netting of its overall exposure to its counterparty.
USCF assesses or reviews, as appropriate,
the creditworthiness of each potential or existing counterparty to an OTC contract pursuant to guidelines approved by USCF’s
Board.
USL may enter into certain transactions
where an OTC component is exchanged for a corresponding futures contract (“Exchange for Related Position” or “EFRP”
transactions). In the most common type of EFRP transaction entered into by USL, the OTC component is the purchase or sale of one
or more baskets of USL shares. These EFRP transactions may expose USL to counterparty risk during the interim period between the
execution of the OTC component and the exchange for a corresponding futures contract. Generally, the counterparty risk from the
EFRP transaction will exist only on the day of execution.
USL may employ spreads or straddles in
its trading to mitigate the differences in its investment portfolio and its goal of tracking the price of the Benchmark Oil Futures
Contracts. USL would use a spread when it chooses to take simultaneous long and short positions in futures written on the same
underlying asset, but with different delivery months.
During the reporting period of this annual
report on Form 10-K, USL limited its OTC activities to EFRP transactions.
Pyramiding
USL has not and will not employ the technique,
commonly known as pyramiding, in which the speculator uses unrealized profits on existing positions as variation margin for the
purchase or sale of additional positions in the same or another commodity interest.
Who are the Service Providers?
In its capacity as the Custodian for USL,
BBH&Co. holds USL’s Treasuries, cash and/or cash equivalents pursuant to a custodial agreement. BBH&Co. is also the
registrar and transfer agent for the shares. In addition, in its capacity as Administrator for USL, BBH&Co. performs certain
administrative and accounting services for USL and prepares certain SEC, NFA and CFTC reports on behalf of USL. USCF pays BBH&Co.’s
fees for these services.
BBH&Co.’s principal business
address is 50 Post Office Square, Boston, MA 02110-1548. BBH&Co., a private bank founded in 1818, is neither a publicly held
company nor insured by the Federal Deposit Insurance Corporation. BBH&Co. is authorized to conduct a commercial banking business
in accordance with the provisions of Article IV of the New York State Banking Law, New York Banking Law §§160–181,
and is subject to regulation, supervision, and examination by the New York State Department of Financial Services. BBH&Co.
is also licensed to conduct a commercial banking business by the Commonwealths of Massachusetts and Pennsylvania and is subject
to supervision and examination by the banking supervisors of those states.
USL also employs ALPS Distributors as its
marketing agent. USCF pays the Marketing Agent an annual fee. In no event may the aggregate compensation paid to the Marketing
Agent and any affiliate of USCF for distribution-related services in connection with the offering of shares exceed ten percent
(10%) of the gross proceeds of the offering.
ALPS Distributors’ principal
business address is 1290 Broadway, Suite 1100, Denver, CO 80203. ALPS Distributors is a broker-dealer registered with the SEC
and is a member of the Financial Industry Regulatory Authority (“FINRA”) and Securities Investor
Protection Corporation.
On October 8, 2013, USCF entered into a
Futures and Cleared Derivatives Transactions Customer Account Agreement with RBC Capital Markets, LLC (“RBC Capital”
or “RBC”) to serve as USL’s FCM, effective October 10, 2013. This agreement requires RBC Capital to provide services
to USL, as of October 10, 2013, in connection with the purchase and sale of Oil Futures Contracts and Other Oil-Related Investments
that may be purchased or sold by or through RBC Capital for USL’s account. For the period October 10, 2013 and after, USL
pays RBC Capital commissions for executing and clearing trades on behalf of USL.
RBC Capital’s primary address is
500 West Madison Street, Suite 2500, Chicago, Illinois 60661. Effective October 10, 2013, RBC Capital became the futures clearing
broker for USL. RBC Capital is registered in the United States with FINRA as a broker-dealer and with the CFTC as an FCM. RBC Capital
is a member of various U.S. futures and securities exchanges.
RBC Capital is a large broker dealer subject
to many different complex legal and regulatory requirements. As a result, certain of RBC Capital’s regulators may from time
to time conduct investigations, initiate enforcement proceedings and/or enter into settlements with RBC Capital with respect to
issues raised in various investigations. RBC Capital complies fully with its regulators in all investigations being conducted and
in all settlements it reaches. In addition, RBC Capital is and has been subject to a variety of civil legal claims in various jurisdictions,
a variety of settlement agreements and a variety of orders, awards and judgments made against it by courts and tribunals, both
in regard to such claims and investigations. RBC Capital complies fully with all settlements it reaches and all orders, awards
and judgments made against it.
RBC Capital has been named as a defendant
in various legal actions, including arbitrations, class actions and other litigation including those described below, arising in
connection with its activities. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or
punitive damages or claims for indeterminate amounts of damages. RBC Capital is also involved, in other reviews, investigations
and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding RBC Capital’s business,
including among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements,
fines, penalties, injunctions or other relief.
RBC Capital contests liability and/or the
amount of damages as appropriate in each pending matter. In view of the inherent difficulty of predicting the outcome of such matters,
particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in
the early stages, RBC Capital cannot predict the loss or range of loss, if any, related to such matters; how or if such matters
will be resolved; when they will ultimately be resolved; or what the eventual settlement, fine, penalty or other relief, if any,
might be. Subject to the foregoing, RBC Capital believes, based on current knowledge and after consultation with counsel, that
the outcome of such pending matters will not have a material adverse effect on the consolidated financial condition of RBC Capital.
On April 27, 2017, pursuant to an offer
of settlement, a Panel of the Chicago Board of Trade Business Conduct Committee (“Panel”) found that RBC Capital engaged
in EFRP transactions which failed to satisfy the Rules of the Chicago Board of Trade (the “Chicago Board of Trade”)
in one or more ways. Specifically, the Panel found that RBC Capital traders entered into EFRP trades in which RBC Capital accounts
were on both sides of the transactions. While the purpose of the transactions was to transfer positions between the RBC Capital
accounts, the Panel found that the manner in which the trades occurred violated the Chicago Board of Trade’s prohibition
on wash trades. The Panel found that RBC Capital thereby violated CBOT Rules 534 and (legacy) 538.B. and C. In accordance with
the settlement offer, the Panel ordered RBC Capital to pay a $175,000 fine. On October 1, 2019, the CFTC issued an order filing
and settling charges against RBCCM for the above activity, as well as related charges. The order required that RBCCM cease and
desist from violating the applicable regulations, pay a $5 million civil monetary penalty, and comply with various conditions,
including conditions regarding public statements and future cooperation with the CFTC.
On June 18, 2015, in connection with the
Municipalities Continuing Disclosure Cooperation initiative of the SEC, the SEC commenced and settled an administrative proceeding
against RBC Capital for willful violations of Sections 17(a)(2) of the Securities Act of 1933, as amended (“1933 Act”)
after the firm self-reported instances in which it conducted inadequate due diligence in certain municipal securities offerings
and as a result, failed to form a reasonable basis for believing the truthfulness of certain material representations in official
statements issued in connection with those offerings. RBC Capital paid a fine of $500,000.
RBC Capital and certain affiliates were
named as defendants in a lawsuit relating to their role in transactions involving investments made by a number of Wisconsin school
districts in certain collateralized debt obligations. These transactions were also the subject of a regulatory investigation, which
was resolved in 2011. RBC Capital reached a final settlement with all parties in the civil litigation, and the civil action against
RBC Capital was dismissed with prejudice on December 6, 2016.
Beginning in 2015, putative class actions
were brought against RBC Capital and/or Royal Bank of Canada in the U.S., Canada and Israel. These actions were each brought against
multiple foreign exchange dealers and allege, among other things, collusive behavior in foreign exchange trading. Various regulators
are also conducting inquiries regarding potential violations of law by a number of banks and other entities, including RBC Capital,
regarding foreign exchange trading. In August 2018, the U.S. District Court entered a final order approving RBC Capital’s
pending settlement with class plaintiffs. Certain institutional plaintiffs opted out of participating in the settlement and have
brought their own claims. The Canadian class actions and one other U.S. action that is purportedly brought on behalf of different
classes of plaintiffs also remain pending. Based on the facts currently known, it is not possible at this time for us to predict
the ultimate outcome of these investigations or proceedings or the timing of their resolution.
On April 13, 2015, RBC Capital’s
affiliate, Royal Bank of Canada Trust Company (Bahamas) Limited (“RBC Bahamas”), was charged in France with complicity
in tax fraud. RBC Bahamas believes that its actions did not violate French law and contested the charge in the French court. The
trial of this matter has concluded and a verdict was delivered on January 12, 2017, acquitting the company and the other defendants
and on June 29, 2018, the French appellate court affirmed the acquittals. The acquittals are being appealed.
Various regulators and competition and
enforcement authorities around the world, including in Canada, the United Kingdom, and the U.S., are conducting investigations
related to certain past submissions made by panel banks in connection with the setting of the U.S. dollar London interbank offered
rate (“LIBOR”). These investigations focus on allegations of collusion between the banks that were on the panel to
make submissions for certain LIBOR rates. Royal Bank of Canada, RBC Capital’s indirect parent, is a member of certain LIBOR
panels, including the U.S. dollar LIBOR panel, and has in the past been the subject of regulatory requests for information. In
addition, Royal Bank of Canada and other U.S. dollar panel banks have been named as defendants in private lawsuits filed in the
U.S. with respect to the setting of LIBOR including a number of class action lawsuits which have been consolidated before the U.S.
District Court for the Southern District of New York. The complaints in those private lawsuits assert claims against us and other
panel banks under various U.S. laws, including U.S. antitrust laws, the U.S. Commodity Exchange Act, and state law. On February
28, 2018, the motion by the plaintiffs in the class action lawsuits to have the class certified was denied in relation to Royal
Bank of Canada. As such, unless that ruling is reversed on appeal, Royal Bank of Canada is no longer a defendant in any pending
class action. Royal Bank of Canada is still a party to the various individual LIBOR actions. Based on the facts currently known,
it is not possible at this time for us to predict the ultimate outcome of these investigations or proceedings or the timing of
their resolution.
Thornburg Mortgage Inc. (“TMST”)
and RBC Capital were parties to a master repurchase agreement executed in September 2003 whereby TMST financed its purchase of
residential mortgage-backed securities. Upon TMST’s default during the financial crisis, RBC Capital valued TMST’s
collateral at allegedly deflated prices. After TMST’s bankruptcy filing, TMST’s trustee brought suit against RBC Capital
in 2011 for breach of contract. In 2015, TMST was awarded more than $45 million in damages. RBC Capital has appealed. The appeals
court set a briefing schedule and simultaneously ordered the parties to participate in a mediation. The parties subsequently reached
an agreement to settle the matter; a motion to approve the settlement was filed with the bankruptcy court on January 10, 2016 and
granted on February 27, 2017.
On October 14, 2014, the Delaware Court
of Chancery (the “Court of Chancery”) in a class action brought by former shareholders of Rural/Metro Corporation,
held RBC Capital liable for aiding and abetting a breach of fiduciary duty by three Rural/Metro directors, but did not make an
additional award for attorney’s fees. A final judgment was entered on February 19, 2015 in the amount of US$93 million plus
post judgment interest. RBC Capital appealed the Court of Chancery’s determination of liability and quantum of damages, and
the plaintiffs cross-appealed the ruling on additional attorneys’ fees. On November 30, 2015, the Delaware Supreme Court
affirmed the Court of Chancery with respect to both the appeal and cross-appeal. RBC Capital is cooperating with an investigation
by the SEC relating to this matter. In particular, the SEC contended that RBC Capital caused materially false and misleading information
to be included in the proxy statement that Rural filed to solicit shareholder approval for the sale in violation of section 14(A)
of the Exchange Act and Rule 14A-9 thereunder. On August 31, 2016, RBC Capital was ordered by the SEC to cease and desist and paid
$500,000 in disgorgement, plus interest of $77,759 and a civil penalty of $2 million.
Please see RBC Capital’s Form BD,
which is available on the FINRA BrokerCheck program, for more details.
RBC will act only as clearing broker for
USL and as such will be paid commissions for executing and clearing trades on behalf of USL. RBC has not passed upon the adequacy
or accuracy of this annual report on Form 10-K. RBC will not act in any supervisory capacity with respect to USCF or participate
in the management of USCF or USL.
RBC is not affiliated with USL or USCF.
Therefore, neither USCF nor USL believes that there are any conflicts of interest with RBC or its trading principals arising from
its acting as USL’s FCM.
Currently, USCF does not employ commodity
trading advisors for trading of USL contracts. USCF currently does, however, employ SummerHaven Investment Management, LLC as a
trading advisor for USCI and CPER. If, in the future, USCF does employ commodity trading advisors for USL, it will choose each
advisor based on arm’s-length negotiations and will consider the advisor’s experience, fees and reputation.
Fees of USL
Fees and Compensation Arrangements
with USCF and Non-Affiliated Service Providers (1)
Service Provider
|
|
Compensation Paid by USCF
|
BBH&Co., Custodian and Administrator
|
|
Minimum amount of $75,000 annually for its custody, fund accounting and fund administration services rendered to all funds, as well as a $20,000 annual fee for its transfer agency services. In addition, an asset-based charge of (a) 0.06% for the first $500 million of USL and the Related Public Funds’ combined net assets, (b) 0.0465% for USL and the Related Public Funds’ combined net assets greater than $500 million but less than $1 billion, and (c) 0.035% once USL and the Related Public Funds’ combined net assets exceed $1 billion.(2)
|
|
|
|
ALPS Distributors - Marketing Agent
|
|
0.06% on USL’s assets up to $3 billion and 0.04% on USL’s assets in excess of $3 billion.
|
(1)
|
USCF pays this compensation.
|
(2)
|
The annual minimum amount will not apply if the asset-based charge for all accounts in the aggregate
exceeds $75,000. USCF also will pay transaction charge fees to BBH&Co., ranging from $7 to $15 per transaction for the funds.
|
Compensation to USCF
USL is contractually obligated to pay USCF
a management fee based on 0.60% per annum on its average daily total net assets. Fees are calculated on a daily basis (accrued
at 1/365 of the applicable percentage of total net assets on that day) and paid on a monthly basis. Total net assets are calculated
by taking the current market value of USL’s total assets and subtracting any liabilities.
Fees and Compensation Arrangements
between USL and Non-Affiliated Service Providers (3)
Service Provider
|
|
Compensation Paid by USL
|
RBC Capital Futures Commission Merchant
|
|
Approximately $3.50 per buy or sell; charges may vary
|
(3)
|
USL pays this compensation.
|
New York Mercantile Exchange Licensing
Fee (4) - 0.015% on all net assets
(4)
|
Fees are calculated on a daily basis (accrued at 1/365 of the applicable percentage of NAV on that
day) and paid on a monthly basis. USL is responsible for its pro rata share of the assets held by USL and the Related Public Funds,
other than BNO, USCI and CPER.
|
Expenses Paid or Accrued by USL from
Inception through December 31, 2019 in dollar terms:
Expenses:
|
|
Amount in Dollar Terms
|
|
Amount Paid or Accrued to USCF:
|
|
$
|
7,323,809
|
|
Amount Paid or Accrued in Portfolio Brokerage Commissions:
|
|
$
|
202,261
|
|
Other Amounts Paid or Accrued(5):
|
|
$
|
3,025,625
|
|
Total Expenses Paid or Accrued:
|
|
$
|
10,551,695
|
|
Expenses Waived(6):
|
|
$
|
(108,246
|
)
|
Total Expenses Paid or Accrued Including Expenses Waived:
|
|
$
|
10,443,449
|
|
|
(5)
|
Includes expenses relating to the registration of additional shares, legal fees, auditing fees,
printing expenses, licensing fees, tax reporting fees, prepaid insurance expenses and miscellaneous expenses and fees and expenses
paid to the independent directors of USCF.
|
|
(6)
|
USCF had voluntarily agreed to pay certain expenses normally borne by USL to the extent that such
expenses exceeded 0.15% (15 basis points) of USL’s NAV, on an annualized basis, through March 31, 2009. As of March 31, 2009,
the expense waiver was no longer in effect for USL.
|
Expenses
Paid or Accrued by USL from Inception through December 31, 2019 as a Percentage of Average Daily Net Assets:
Expenses:
|
|
|
Amount as a Percentage
of Average Daily Net Assets
|
|
Amount Paid or Accrued to USCF:
|
|
|
0.60% annualized
|
|
Amount Paid or Accrued in Portfolio Brokerage Commissions:
|
|
|
0.02% annualized
|
|
Other Amounts Paid or Accrued(7):
|
|
|
0.25% annualized
|
|
Total Expenses Paid or Accrued:
|
|
|
0.87% annualized
|
|
Expenses Waived(8):
|
|
|
(0.01)% annualized
|
|
Total Expenses Paid or Accrued Including Expenses Waived:
|
|
|
0.86% annualized
|
|
|
(7)
|
Includes expenses relating to the registration of additional shares, legal fees, auditing fees,
printing expenses, licensing fees, tax reporting fees, prepaid insurance expenses and miscellaneous expenses and fees and expenses
paid to the independent directors of USCF.
|
|
(8)
|
USCF had voluntarily agreed to pay certain expenses normally borne by USL to the extent that such
expenses exceeded 0.15% (15 basis points) of USL’s NAV, on an annualized basis, through March 31, 2009. As of March 31, 2009,
the expense waiver was no longer in effect for USL.
|
Other Fees. USL also pays
the fees and expenses associated with its audit expenses, tax accounting and reporting requirements. These fees were approximately
$131,500 for the fiscal year ended December 31, 2019. In addition, 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 organized as limited partnerships and, as of July
8, 2011, those Related Public Funds organized as a series of a Delaware statutory trust. 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 fund computed on a daily
basis. These fees and expenses for the year ended December 31, 2019 were $556,951 for USL and the Related Public Funds. USL’s
portion of such fees and expenses for the year ended December 31, 2019 was $13,028.
Form of Shares
Registered Form. Shares are
issued in registered form in accordance with the LP Agreement. The Administrator has been appointed registrar and transfer agent
for the purpose of transferring shares in certificated form. The Administrator keeps a record of all limited partners and holders
of the shares in certificated form in the registry. USCF recognizes transfers of shares in certificated form only if done in accordance
with the LP Agreement. The beneficial interests in such shares are held in book-entry form through participants and/or accountholders
in the Depository Trust Company (“DTC”).
Book Entry. Individual certificates
are not issued for the shares. Instead, shares are represented by one or more global certificates, which are deposited by the Administrator
with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the shares outstanding
at any time. Shareholders are limited to: (1) participants in DTC such as banks, brokers, dealers and trust companies (“DTC
Participants”), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (“Indirect
Participants”), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the shares through
DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of shares. DTC Participants
acting on behalf of investors holding shares through such participants’ accounts in DTC will follow the delivery practice
applicable to securities eligible for DTC’s Same-Day Funds Settlement System. Shares are credited to DTC Participants’
securities accounts following confirmation of receipt of payment.
DTC. DTC has advised USL
as follows: It is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal
Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities for DTC Participants
and facilitates the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in
accounts of DTC Participants.
Calculating Per Share NAV
USL’s per share NAV is calculated
by:
|
·
|
Taking the current market value of its total assets;
|
|
·
|
Subtracting any liabilities; and
|
|
·
|
Dividing that total by the total number of outstanding shares.
|
The Administrator calculates the per share
NAV of USL once each NYSE Arca trading day. The per share NAV for a normal trading day is released after 4:00 p.m. New York time.
Trading during the core trading session on the NYSE Arca typically closes at 4:00 p.m. New York time. The Administrator uses the
NYMEX closing price (determined at the earlier of the close of the NYMEX or 2:30 p.m. New York time) for the Oil Futures Contracts
traded on the NYMEX, but calculates or determines the value of all other USL investments (including Oil Futures Contracts not traded
on the NYMEX, Other Oil-Related Investments and Treasuries), using market quotations, if available, or other information customarily
used to determine the fair value of such investments as of the earlier of the close of the NYSE Arca or 4:00 p.m. New York time,
in accordance with the current Administrative Agency Agreement among BBH&Co., USL and USCF. “Other information”
customarily used in determining fair value includes information consisting of market data in the relevant market supplied by one
or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations
or other market data in the relevant market; or information of the types described above from internal sources if that information
is of the same type used by USL in the regular course of its business for the valuation of similar transactions. The information
may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being
utilized. Third parties supplying quotations or market data may include, without limitation, dealers in the relevant markets, end-users
of the relevant product, information vendors, brokers and other sources of market information.
In addition, in order to provide updated
information relating to USL for use by investors and market professionals, the NYSE Arca calculates and disseminates throughout
the core trading session on each trading day an updated indicative fund value. The indicative fund value is calculated by using
the prior day’s closing per share NAV of USL as a base and updating that value throughout the trading day to reflect changes
in the most recently reported trade price for the active light, sweet Oil Futures Contracts on the NYMEX. The prices reported for
those Oil Futures Contract months are adjusted based on the prior day’s spread differential between settlement values for
the relevant contract and the spot month contract. In the event that the spot month contract is also the Benchmark Oil Futures
Contracts, the last sale price for that contract is not adjusted. The indicative fund value share basis disseminated during NYSE
Arca core trading session hours should not be viewed as an actual real time update of the per share NAV, because the per share
NAV is calculated only once at the end of each trading day based upon the relevant end of day values of USL’s investments.
The indicative fund value is disseminated
on a per share basis every 15 seconds during regular NYSE Arca core trading session hours of 9:30 a.m. New York time to 4:00 p.m.
New York time. The normal trading hours of the NYMEX are 9:00 a.m. New York time to 2:30 p.m. New York time. This means that there
is a gap in time at the beginning and the end of each day during which USL’s shares are traded on the NYSE Arca, but real-time
NYMEX trading prices for Oil Futures Contracts traded on the NYMEX are not available. During such gaps in time, the indicative
fund value will be calculated based on the end of day price of such Oil Futures Contracts from the NYMEX’s immediately preceding
trading session. In addition, other Oil Futures Contracts, Other Oil-Related Investments and Treasuries held by USL will be valued
by the Administrator, using rates and points received from client-approved third party vendors (such as Reuters and WM Company)
and advisor quotes. These investments will not be included in the indicative fund value.
The NYSE Arca disseminates the indicative
fund value through the facilities of CTA/CQ High Speed Lines. In addition, the indicative fund value is published on the NYSE Arca’s
website and is available through on-line information services such as Bloomberg and Reuters.
Dissemination of the indicative fund value
provides additional information that is not otherwise available to the public and is useful to investors and market professionals
in connection with the trading of USL shares on the NYSE Arca. Investors and market professionals are able throughout the trading
day to compare the market price of USL and the indicative fund value. If the market price of USL shares diverges significantly
from the indicative fund value, market professionals will have an incentive to execute arbitrage trades. For example, if USL appears
to be trading at a discount compared to the indicative fund value, a market professional could buy USL shares on the NYSE Arca
and sell short Oil Futures Contracts. Such arbitrage trades can tighten the tracking between the market price of USL and the indicative
fund value and thus can be beneficial to all market participants.
Creation and Redemption of Shares
USL creates and redeems shares from time
to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are only made in
exchange for delivery to USL or the distribution by USL of the amount of Treasuries and any cash represented by the baskets being
created or redeemed, the amount of which is based on the combined NAV of the number of shares included in the baskets being created
or redeemed determined after 4:00 p.m. New York time on the day the order to create or redeem baskets is properly received.
Authorized Participants are the only persons
that may place orders to create and redeem baskets. Authorized Participants must be (1) registered broker-dealers or other securities
market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage
in securities transactions as described below, and (2) DTC Participants. To become an Authorized Participant, a person must enter
into an Authorized Participant Agreement with USCF on behalf of USL (each such agreement, an “Authorized Participant Agreement”).
The Authorized Participant Agreement provides the procedures for the creation and redemption of baskets and for the delivery of
the Treasuries and any cash required for such creations and redemptions. The Authorized Participant Agreement and the related procedures
attached thereto may be amended by USL, without the consent of any limited partner or shareholder or Authorized Participant. 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 who make deposits with USL in exchange for baskets receive no fees, commissions or
other form of compensation or inducement of any kind from either USL or USCF, and no such person will have any obligation or responsibility
to USCF or USL to effect any sale or resale of shares. As of December 31, 2019, 10 Authorized Participants had entered into agreements
with USCF on behalf of USL. During the year ended December 31, 2019, USL issued 2 Creation Baskets and redeemed 11 Redemption Baskets.
Certain Authorized Participants are expected
to be capable of participating directly in the physical crude oil market and the crude oil futures market. In some cases, Authorized
Participants or their affiliates may from time to time buy crude oil or sell crude oil or Oil Interests and may profit in these
instances. USCF believes that the size and operation of the crude oil market make it unlikely that an Authorized Participant’s
direct activities in the crude oil or securities markets will significantly affect the price of crude oil, Oil Interests, or the
price of the shares.
Each Authorized Participant is required
to be registered as a broker-dealer under the Exchange Act and is a member in good standing with FINRA, or exempt from being or
otherwise not required to be registered as a broker-dealer or a member of FINRA, and qualified to act as a broker or dealer in
the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may also be regulated
under federal and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal
controls and information barriers as it determines is appropriate in light of its own regulatory regime.
Under the Authorized Participant Agreement,
USCF, and USL under limited circumstances, have agreed to indemnify the Authorized Participants against certain liabilities, including
liabilities under the Securities Act and to contribute to the payments the Authorized Participants may be required to make in respect
of those liabilities.
The following description of the procedures
for the creation and redemption of baskets is only a summary and an investor should refer to the relevant provisions of the LP
Agreement and the form of Authorized Participant Agreement for more detail, each of which is incorporated by reference into this
annual report on Form 10-K.
Creation Procedures
On any business day, an Authorized Participant
may place an order with the Marketing Agent to create one or more baskets. For purposes of processing purchase and redemption orders,
a “business day” means any day other than a day when any of the NYSE Arca, the NYMEX or the NYSE is closed for regular
trading. Purchase orders must be placed by 12:00 p.m. New York time or the close of regular trading on the NYSE Arca, whichever
is earlier. The day on which the Marketing Agent receives a valid purchase order is referred to as the purchase order date.
By placing a purchase order, an Authorized
Participant agrees to deposit Treasuries, cash, or a combination of Treasuries and cash, as described below. Prior to the delivery
of baskets for a purchase order, the Authorized Participant must also have wired to the Custodian the non-refundable transaction
fee due for the purchase order. Authorized Participants may not withdraw a creation request, except as otherwise set forth in the
procedures in the Authorized Participant Agreement.
The manner by which creations are made
is dictated by the terms of the Authorized Participant Agreement. By placing a purchase order, an Authorized Participant agrees
to (1) deposit Treasuries, cash, or a combination of Treasuries and cash with the Custodian, and (2) if required by USCF in its
sole discretion, enter into or arrange for a block trade, an exchange for physical or exchange for swap, or any other OTC energy
transaction (through itself or a designated acceptable broker) with USL for the purchase of a number and type of futures contracts
at the closing settlement price for such contracts on the purchase order date. If an Authorized Participant fails to consummate
(1) and (2), the order shall be cancelled. The number and type of contracts specified shall be determined by USCF, in its sole
discretion, to meet USL’s investment objective and shall be purchased as a result of the Authorized Participant’s purchase
of shares.
Determination of Required Deposits
The total deposit required to create each
basket (“Creation Basket Deposit”) is the amount of Treasuries and/or cash that is in the same proportion to the total
assets of USL (net of estimated accrued but unpaid fees, expenses and other liabilities) on the purchase order date as the number
of shares to be created under the purchase order is in proportion to the total number of shares outstanding on the purchase order
dates. USCF determines, directly in its sole discretion or in consultation with the Administrator, the requirements for Treasuries
and the amount of cash, including the maximum permitted remaining maturity of a Treasury and proportions of Treasury and cash that
may be included in deposits to create baskets. The Marketing Agent will publish such requirements at the beginning of each business
day. The amount of cash deposit required is the difference between the aggregate market value of the Treasuries required to be
included in a Creation Basket Deposit as of 4:00 p.m. New York time on the date the order to purchase is properly received and
the total required deposit.
Delivery of Required Deposits
An Authorized Participant who places a
purchase order is responsible for transferring to USL’s account with the Custodian the required amount of Treasuries and
cash by the end of the second business day following the purchase order date. Upon receipt of the deposit amount, the Administrator
directs DTC to credit the number of baskets ordered to the Authorized Participant’s DTC account on the second business day
following the purchase order date. The expense and risk of delivery and ownership of Treasuries until such Treasuries have been
received by the Custodian on behalf of USL shall be borne solely by the Authorized Participant.
Because orders to purchase baskets must
be placed by 12:00 p.m., New York time, but the total payment required to create a basket during the continuous offering period
will not be determined until after 4:00 p.m. New York time on the date the purchase order is received, Authorized Participants
will not know the total amount of the payment required to create a basket at the time they submit an irrevocable purchase order
for the basket. USL’s per share NAV and the total amount of the payment required to create a basket could rise or fall substantially
between the time an irrevocable purchase order is submitted and the time the amount of the purchase price in respect thereof is
determined.
Rejection of Purchase Orders
USCF acting by itself or through the Marketing
Agent shall have the absolute right but no obligation to reject a purchase order or a Creation Basket Deposit if:
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it determines that the investment alternative available to USL at that time will not enable it
to meet its investment objective;
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it determines that the purchase order or the Creation Basket Deposit is not in proper form;
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it believes that the purchase order or the Creation Basket Deposit would have adverse tax consequences
to USL, the limited partners or its shareholders;
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the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to USCF,
be unlawful; or
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circumstances outside the control of USCF, Marketing Agent or Custodian make it, for all practical
purposes, not feasible to process creations of baskets.
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None of USCF, the Marketing Agent or the
Custodian will be liable for the rejection of any purchase order or Creation Basket Deposit.
Redemption Procedures
The procedures by which an Authorized Participant
can redeem one or more baskets mirror the procedures for the creation of baskets. On any business day, an Authorized Participant
may place an order with the Marketing Agent to redeem one or more baskets. Redemption orders must be placed by 12:00 p.m. New York
time or the close of regular trading on the NYSE Arca, whichever is earlier. A redemption order so received will be effective on
the date it is received in satisfactory form by the Marketing Agent (“Redemption Order Date”). The redemption procedures
allow Authorized Participants to redeem baskets and do not entitle an individual shareholder to redeem any shares in an amount
less than a Redemption Basket, or to redeem baskets other than through an Authorized Participant.
By placing a redemption order, an Authorized
Participant agrees to deliver the baskets to be redeemed through DTC’s book-entry system to USL, as described below. Prior
to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to USL’s
account at the Custodian the non-refundable transaction fee due for the redemption order. An Authorized Participant may not withdraw
a redemption order, except as otherwise set forth in the procedures in the Authorized Participant Agreement.
The manner by which redemptions are made
is dictated by the terms of the Authorized Participant Agreement. By placing a redemption order, an Authorized Participant agrees
to (1) deliver the Redemption Basket to be redeemed through DTC’s book-entry system to USL’s account with the Custodian
not later than 3:00 p.m. New York time on the second business day following the effective date of the redemption order (“Redemption
Distribution Date”), and (2) if required by USCF in its sole discretion, enter into or arrange for a block trade, an exchange
for physical or exchange for swap, or any other OTC energy transaction (through itself or a designated acceptable broker) with
USL for the sale of a number and type of futures contracts at the closing settlement price for such contracts on the Redemption
Order Date. If an Authorized Participant fails to consummate (1) and (2) above, the order shall be cancelled. The number and type
of contracts specified shall be determined by USCF, in its sole discretion, to meet USL’s investment objective and shall
be sold as a result of the Authorized Participant’s sale of shares.
Determination of Redemption Distribution
The redemption distribution from USL consists
of a transfer to the redeeming Authorized Participant of an amount of Treasuries and/or cash that is in the same proportion to
the total assets of USL (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order to redeem
is properly received as the number of shares to be redeemed under the redemption order is in proportion to the total number of
shares outstanding on the date the order is received. USCF, directly or in consultation with the Administrator, determines the
requirements for Treasuries and the amounts of cash, including the maximum permitted remaining maturity of a Treasury, and the
proportions of Treasuries and cash that may be included in distributions to redeem baskets. The Marketing Agent will publish an
estimate of the redemption distribution per basket as of the beginning of each business day.
Delivery of Redemption Distribution
The redemption distribution due from USL
will be delivered to the Authorized Participant by 3:00 p.m. New York time on the second business day following the redemption
order date if, by 3:00 p.m. New York time on such second business day, USL’s DTC account has been credited with the baskets
to be redeemed. If USL’s DTC account has not been credited with all of the baskets to be redeemed by such time, the redemption
distribution will be delivered to the extent of whole baskets received. Any remainder of the redemption distribution will be delivered
on the next business day to the extent of remaining whole baskets received if USL receives the fee applicable to the extension
of the redemption distribution date which USCF may, from time to time, determine and the remaining baskets to be redeemed are credited
to USL’s DTC account by 3:00 p.m. New York time on such next business day. Any further outstanding amount of the redemption
order shall be cancelled. Pursuant to information from USCF, the Custodian will also be authorized to deliver the redemption distribution
notwithstanding that the baskets to be redeemed are not credited to USL’s DTC account by 3:00 p.m. New York time on the second
business day following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the
baskets through DTC’s book entry-system on such terms as USCF may from time to time determine.
Suspension or Rejection of Redemption
Orders
USCF may, in its discretion, suspend the
right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE Arca or the NYMEX is
closed other than customary weekend or holiday closings, or trading on the NYSE Arca or the NYMEX is suspended or restricted, (2)
for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasuries is not reasonably
practicable, or (3) for such other period as USCF determines to be necessary for the protection of the limited partners or shareholders.
For example, USCF may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of USL’s
assets at an appropriate value to fund a redemption. If USCF has difficulty liquidating its positions, e.g., because of a market
disruption event in the futures markets, a suspension of trading by the exchange where the futures contracts are listed or an unanticipated
delay in the liquidation of a position in an OTC contract, it may be appropriate to suspend redemptions until such time as such
circumstances are rectified. None of USCF, the Marketing Agent, the Administrator, or the Custodian will be liable to any person
or in any way for any loss or damages that may result from any such suspension or postponement.
Redemption orders must be made in whole
baskets. USCF will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement
or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. USCF may also reject a redemption order if
the number of shares being redeemed would reduce the remaining outstanding shares to 100,000 shares (i.e., two baskets) or less.
Creation and Redemption Transaction
Fee
To compensate USL for its expenses in connection
with the creation and redemption of baskets, an Authorized Participant is required to pay a transaction fee to USL per order to
create or redeem baskets, regardless of the number of baskets in such order. 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. The transaction fee
may be reduced, increased or otherwise changed by USCF. USCF shall notify DTC of any change in the transaction fee and will not
implement any increase in the fee for the redemption of baskets until 30 days after the date of the notice.
Tax Responsibility
Authorized Participants are responsible
for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable
to the creation or redemption of baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized
Participant, and agree to indemnify USCF and USL if they are required by law to pay any such tax, together with any applicable
penalties, additions to tax and interest thereon.
Secondary Market Transactions
As noted, USL creates and redeems shares
from time to time, but only in one or more Creation Baskets or Redemption Baskets. The creation and redemption of baskets are only
made in exchange for delivery to USL or the distribution by USL of the amount of Treasuries and cash represented by the baskets
being created or redeemed, the amount of which will be based on the aggregate NAV of the number of shares included in the baskets
being created or redeemed determined on the day the order to create or redeem baskets is properly received.
As discussed above, Authorized Participants
are the only persons that may place orders to create and redeem baskets. Authorized Participants must be registered broker-dealers
or other securities market participants, such as banks and other financial institutions that are not required to register as broker-dealers
to engage in securities transactions. An Authorized Participant is under no obligation to create or redeem baskets, and an Authorized
Participant is under no obligation to offer to the public shares of any baskets it does create. Authorized Participants that do
offer to the public shares from the baskets they create will do so at per-share offering prices that are expected to reflect, among
other factors, the trading price of the shares on the NYSE Arca, the per share NAV of USL at the time the Authorized Participant
purchased the Creation Baskets and the per share NAV of the shares at the time of the offer of the shares to the public, the supply
of and demand for shares at the time of sale, and the liquidity of the Oil Futures Contracts market and the market for Other Oil-Related
Investments. The prices of shares offered by Authorized Participants are expected to fall between USL’s per share NAV and
the trading price of the shares on the NYSE Arca at the time of sale. Shares initially comprising the same basket but offered by
Authorized Participants to the public at different times may have different offering prices. An order for one or more baskets may
be placed by an Authorized Participant on behalf of multiple clients. Authorized Participants who make deposits with USL in exchange
for baskets receive no fees, commissions or other form of compensation or inducement of any kind from either USL or USCF, and no
such person has any obligation or responsibility to USCF or USL to effect any sale or resale of shares. Shares trade in the secondary
market on the NYSE Arca. Shares may trade in the secondary market at prices that are lower or higher relative to their per share
NAV. The amount of the discount or premium in the trading price relative to the per share NAV may be influenced by various factors,
including the number of investors who seek to purchase or sell shares in the secondary market and the liquidity of the Oil Futures
Contracts market and the market for Other Oil-Related Investments. While the shares trade during the core trading session on the
NYSE Arca until 4:00 p.m. New York time, liquidity in the market for Oil Futures Contracts and Other Oil-Related Investments may
be reduced after the close of the NYMEX at 2:30 p.m. New York time. As a result, during this time, trading spreads, and the resulting
premium or discount, on the shares may widen.
Investments
USCF causes USL to transfer the proceeds
from the sale of Creation Baskets to the Custodian or other custodian for trading activities. USCF will invest USL’s assets
in Oil Futures Contracts and Other Oil-Related Investments and investments in Treasuries, cash and/or cash equivalents. When USL
purchases an Oil Futures Contract and certain exchange-traded Other Oil-Related Investments, USL is required to deposit 5% to 30%
with the selling FCM on behalf of the exchange a portion of the value of the contract or other interest as security to ensure payment
for the obligation under Oil Interests at maturity. This deposit is known as initial margin. Counterparties in transactions in
OTC Oil Interests will generally impose similar collateral requirements on USL. USCF will invest the assets that remain after margin
and collateral are posted in Treasuries, cash and/or cash equivalents subject to these margin and collateral requirements. USCF
has sole authority to determine the percentage of assets that are:
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held on deposit with the FCM or other custodian;
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used for other investments, and
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held in bank accounts to pay current obligations and as reserves.
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Ongoing margin and collateral payments
will generally be required for both exchange-traded and OTC Oil Interests based on changes in the value of the Oil Interests. Furthermore,
ongoing collateral requirements with respect to OTC Oil Interests are negotiated by the parties, and may be affected by overall
market volatility, volatility of the underlying commodity or index, the ability of the counterparty to hedge its exposure under
an Oil Interest, and each party’s creditworthiness. In light of the differing requirements for initial payments under exchange-traded
and OTC Oil Interests and the fluctuating nature of ongoing margin and collateral payments, it is not possible to estimate what
portion of USL’s assets will be posted as margin or collateral at any given time. The Treasuries, cash and cash equivalents
held by USL will constitute reserves that will be available to meet ongoing margin and collateral requirements. All interest income
will be used for USL’s benefit.
An FCM, counterparty, government agency
or commodity exchange could increase margin or collateral requirements applicable to USL to hold trading positions at any time.
Moreover, margin is merely a security deposit and has no bearing on the profit or loss potential for any positions held.
The assets of USL’s posted as margin
for Oil Futures Contracts are held in segregated accounts pursuant to the CEA and CFTC regulations.
If USL enters into a swap agreement, USL
must post both collateral and independent amounts to its swap counterparty(ies). The amount of collateral USL posts changes according
to the amounts owed by USL to its counterparty on a given swap transaction, while independent amounts are fixed amounts posted
by USL at the start of a swap transaction. Collateral and independent amounts posted to swap counterparties will be held by a third
party custodian.
The Commodity Interest Markets
General
The CEA governs the regulation of commodity
interest transactions, markets and intermediaries. The CEA provides for varying degrees of regulation of commodity interest transactions
depending upon: (1) the type of instrument being traded (e.g., contracts for future delivery, forwards, options, swaps or spot
contracts), (2) the type of commodity underlying the instrument (distinctions are made between instruments based on agricultural
commodities, energy and metals commodities and financial commodities), (3) the nature of the parties to the transaction (e.g.,
retail or eligible contract participant), (4) whether the transaction is entered into on a principal-to-principal or intermediated
basis, (5) the type of market on which the transaction occurs, and (6) whether the transaction is subject to clearing through a
clearing organization.
The offer and sale of shares of USL, as
well as shares of each Related Public Fund, is registered under the Securities Act. USL and the Related Public Funds are subject
to the requirements of the Securities Act, the Exchange Act and the rules and regulations adopted thereunder as administered by
the SEC. Firms’ participation in the distribution of shares is regulated as described above, as well as by the self-regulatory
association, FINRA.
Futures Contracts
A futures contract is a standardized contract
traded on, or subject to the rules of, an exchange that calls for the future delivery of a specified quantity and type of a commodity
at a specified time and place. Futures contracts are traded on a wide variety of commodities, including agricultural products,
bonds, stock indices, interest rates, currencies, energy and metals. The size and terms of futures contracts on a particular commodity
are identical and are not subject to any negotiation, other than with respect to price and the number of contracts traded between
the buyer and seller.
The contractual obligations of a buyer
or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting
sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery. The difference
between the price at which the futures contract is purchased or sold and the price paid for the offsetting sale or purchase, after
allowance for brokerage commissions, constitutes the profit or loss to the trader. Some futures contracts, such as stock index
contracts, settle in cash (reflecting the difference between the contract purchase/sale price and the contract settlement price)
rather than by delivery of the underlying commodity.
In market terminology, a trader who purchases
a futures contract is long in the market and a trader who sells a futures contract is short in the market. Before a trader closes
out his long or short position by an offsetting sale or purchase, his outstanding contracts are known as open trades or open positions.
The aggregate amount of open positions held by traders in a particular contract is referred to as the open interest in such contract.
Forward Contracts
A forward contract is a contractual obligation
to purchase or sell a specified quantity of a commodity at or before a specified date in the future at a specified price and, therefore,
is economically similar to a futures contract. Unlike futures contracts, however, forward contracts are typically traded in the
OTC markets and are not standardized contracts. Forward contracts for a given commodity are generally available for various amounts
and maturities and are subject to individual negotiation between the parties involved. Moreover, generally there is no direct means
of offsetting or closing out a forward contract by taking an offsetting position as one would a futures contract on a U.S. exchange.
If a trader desires to close out a forward contract position, he generally will establish an opposite position in the contract
but will settle and recognize the profit or loss on both positions simultaneously on the delivery date. Thus, unlike in the futures
contract market where a trader who has offset positions will recognize profit or loss immediately, in the forward market a trader
with a position that has been offset at a profit will generally not receive such profit until the delivery date, and likewise a
trader with a position that has been offset at a loss will generally not have to pay money until the delivery date. Nevertheless,
in some instances forward contracts now provide a right of offset or cash settlement as an alternative to making or taking delivery
of the underlying commodity.
In general, the CFTC does not regulate
the interbank and forward foreign currency markets with respect to transactions in contracts between certain sophisticated counterparties
such as USL or between certain regulated institutions and retail investors. Although U.S. banks are regulated in various ways by
the Federal Reserve Board, the Comptroller of the Currency and other U.S. federal and state banking officials, banking authorities
do not regulate the forward markets to the same extent that the swap markets are regulated by the CFTC and SEC.
Regulation exempts both foreign exchange
swaps and foreign exchange forwards from the definition of “swap” and, by extension, certain regulatory requirements
applicable to swaps (such as clearing and margin). The exemption does not extend to other foreign exchange derivatives, such as
foreign exchange options, currency swaps, and non-deliverable forwards.
While the U.S. government does not currently
impose any restrictions on the movements of currencies, it could choose to do so. The imposition or relaxation of exchange controls
in various jurisdictions could significantly affect the market for that and other jurisdictions’ currencies. Trading in the
interbank market also exposes USL to a risk of default since failure of a bank with which USL had entered into a forward contract
would likely result in a default and thus possibly substantial losses to USL.
Options on Futures Contracts
Options on futures contracts are standardized
contracts traded on an exchange. An option on a futures contract gives the buyer of the option the right, but not the obligation,
to take a position at a specified price (the striking, strike, or exercise price) in the underlying futures contract or underlying
interest. The buyer of a call option acquires the right, but not the obligation, to purchase or take a long position in the underlying
interest, and the buyer of a put option acquires the right, but not the obligation, to sell or take a short position in the underlying
interest.
The seller, or writer, of an option is
obligated to take a position in the underlying interest at a specified price opposite to the option buyer if the option is exercised.
The seller of a call option must stand ready to take a short position in the underlying interest at the strike price if the buyer
should exercise the option. The seller of a put option, on the other hand, must stand ready to take a long position in the underlying
interest at the strike price.
A call option is said to be in-the-money
if the strike price is below current market levels and out-of-the-money if the strike price is above current market levels. Conversely,
a put option is said to be in-the-money if the strike price is above the current market levels and out-of-the-money if the strike
price is below current market levels.
Options have limited life spans, usually
tied to the delivery or settlement date of the underlying interest. Some options, however, expire significantly in advance of such
date. The purchase price of an option is referred to as its premium, which consists of its intrinsic value (which is related to
the underlying market value) plus its time value. As an option nears its expiration date, the time value shrinks and the market
and intrinsic values move into parity. An option that is out-of-the-money and not offset by the time it expires becomes worthless.
On certain exchanges, in-the-money options are automatically exercised on their expiration date, but on others unexercised options
simply become worthless after their expiration date.
Regardless of how much the market swings,
the most an option buyer can lose is the option premium. The option buyer deposits his premium with his broker, and the money goes
to the option seller. Option sellers, on the other hand, face risks similar to participants in the futures markets. For example,
since the seller of a call option is assigned a short futures position if the option is exercised, his risk is the same as someone
who initially sold a futures contract. Because no one can predict exactly how the market will move, the option seller typically
posts margin to demonstrate his ability to meet any potential contractual obligations.
Options on Forward Contracts or Commodities
Options on forward contracts or commodities
operate in a manner similar to options on futures contracts. An option on a forward contract or commodity gives the buyer of the
option the right, but not the obligation, to take a position at a specified price in the underlying forward contract or commodity.
However, unlike options on futures contracts, options on forward contracts or on commodities are individually negotiated contracts
between counterparties and are typically traded in the OTC market. Therefore, options on forward contracts and physical commodities
possess many of the same characteristics of forward contracts with respect to offsetting positions and credit risk that are described
above.
Swap Contracts
Swap transactions generally involve contracts
between two parties to exchange a stream of payments computed by reference to a notional amount and the price of the asset that
is the subject of the swap. Swap contracts are principally traded off-exchange, although certain swap contracts are also being
traded in electronic trading facilities and cleared through clearing organizations.
Swaps are usually entered into on a net
basis, that is, the two payment streams are netted out in a cash settlement on the payment date or dates specified in the agreement,
with the parties receiving or paying, as the case may be, only the net amount of the two payments. Swaps do not generally involve
the delivery of underlying assets or principal. Accordingly, the risk of loss with respect to swaps is generally limited to the
net amount of payments that the party is contractually obligated to make. In some swap transactions one or both parties may require
collateral deposits from the counterparty to support that counterparty’s obligation under the swap agreement. If the counterparty
to such a swap defaults, the risk of loss consists of the net amount of payments that the party is contractually entitled to receive
less any collateral deposits it is holding.
Some swap transactions are cleared through
central counterparties. “Clearing” refers to the process by which a trade that is bilaterally executed by two parties
is submitted to a central clearing counterparty, via a clearing member (i.e., an FCM), and replaced by two mirror swaps, with the
central clearing counterparty becoming the counterparty to both of the initial parties to the swap. These transactions, known as
cleared swaps, involve two counterparties first agreeing to the terms of a swap transaction, then submitting the transaction to
a clearing house that acts as the central counterparty. Once accepted by the clearing house, the original swap transaction is terminated
and replaced by two mirror trades for which the central counterparty becomes the counterparty to each of the original parties based
upon the trade terms determined in the original transaction. In this manner each individual swap counterparty reduces its risk
of loss due to counterparty nonperformance because the clearing house acts as the counterparty to each transaction.
Commodities Regulation
Futures exchanges in the United States
are subject to varying degrees of regulation under the CEA depending on whether such exchange is a designated contract market,
exempt board of trade or electronic trading facility. Clearing organizations are also subject to the CEA and the rules and regulations
adopted thereunder and administered by the CFTC. The CFTC is the governmental agency charged with responsibility for regulation
of futures exchanges and commodity interest trading. The CFTC’s function is to implement the CEA’s objectives of preventing
price manipulation and excessive speculation and promoting orderly and efficient commodity interest markets. In addition, the various
exchanges and clearing organizations themselves exercise regulatory and supervisory authority over their member firms.
The CFTC also regulates the activities
of “commodity trading advisors” and “commodity pool operators” and the CFTC has adopted regulations with
respect to certain of such persons’ activities. Pursuant to its authority, the CFTC requires a CPO, such as USCF, to keep
accurate, current and orderly records with respect to each pool it operates. The CFTC may suspend, modify or terminate the registration
of any registrant for failure to comply with CFTC rules or regulations. Suspension, restriction or termination of USCF’s
registration as a CPO would prevent it, until such time (if any) as such registration were to be reinstated, from managing, and
might result in the termination of, USL or the Related Public Funds.
Under certain circumstances, the CEA grants
shareholders the right to institute a reparations proceeding before the CFTC against USCF (as a registered commodity pool operator),
as well as those of their respective employees who are required to be registered under the CEA. Shareholders may also be able to
maintain a private right of action for certain violations of the CEA.
Pursuant to authority in the CEA, the NFA
has been formed and registered with the CFTC as a registered futures association. The NFA is the only self-regulatory association
for commodities professionals other than the exchanges. As such, the NFA promulgates rules governing the conduct of commodity professionals
and disciplines those professionals that do not comply with such standards. The CFTC has delegated to the NFA responsibility for
the registration of commodity pool operators. USCF is a member of the NFA. As a member of the NFA, USCF is subject to NFA standards
relating to fair trade practices, financial condition, and consumer protection.
The CEA requires all FCMs, i.e. USL’s
clearing brokers, to meet and maintain specified fitness and financial requirements, to segregate customer funds from proprietary
funds and account separately for all customers’ funds and positions, and to maintain specified books and records open to
inspection by the staff of the CFTC. The CFTC has similar authority over introducing brokers, or persons who solicit or accept
orders for commodity interest trades but who do not accept margin deposits for the execution of trades. The CEA authorizes the
CFTC to regulate trading by FCMs and by their officers and directors, permits the CFTC to require action by exchanges in the event
of market emergencies, and establishes an administrative procedure under which customers may institute complaints for damages arising
from alleged violations of the CEA.
The regulations of the CFTC and the NFA
prohibit any representation by a person registered with the CFTC or by any member of the NFA, that registration with the CFTC,
or membership in the NFA, in any respect indicates that the CFTC or the NFA, as the case may be, has approved or endorsed that
person or that person’s trading program or objectives. The registrations and memberships of the parties described in this
summary must not be considered as constituting any such approval or endorsement. Likewise, no futures exchange has given or will
give any similar approval or endorsement.
CFTC regulations require enhanced customer
protections, risk management programs, internal monitoring and controls, capital and liquidity standards, customer disclosures
and auditing and examination programs for FCMs. These regulations are intended to afford greater assurances to market participants
that customer segregated funds and secured amounts are protected, customers are provided with appropriate notice of the risks of
futures trading and of the FCMs with which they may choose to do business, FCMs are monitoring and managing risks in a robust manner,
the capital and liquidity of FCMs are strengthened to safeguard the continued operations and the auditing and examination programs
of the CFTC and the self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.
USL’s investors are afforded prescribed
rights for reparations under the CEA against USCF (as a registered commodity pool operator), as well as its respective employees
who are required to be registered under the CEA. Investors may also be able to maintain a private right of action for violations
of the CEA. The CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person may file
a complaint for a reparations award with the CFTC for violation of the CEA against a floor broker or an FCM, introducing broker,
commodity trading advisor, CPO, and their respective associated persons.
The regulation of commodity interest trading
in the United States and other countries is an evolving area of the law. Below are discussed several key regulatory items that
are relevant to USL. The various statements made in this summary are subject to modification by legislative action and changes
in the rules and regulations of the CFTC, the NFA, the futures exchanges, clearing organizations and other regulatory bodies. In
addition, with regard to any other rules that the CFTC or SEC may adopt in the future, the effect of any such regulatory changes
on USL is impossible to predict, but it could be substantial and adverse.
Futures Contracts and Position Limits
The CFTC is generally prohibited by statute
from regulating trading on non-U.S. futures exchanges and markets. The CFTC, however, has adopted regulations relating to the marketing
of non-U.S. futures contracts in the United States. These regulations permit certain contracts on non-U.S. exchanges to be offered
and sold in the United States.
As discussed above, the CFTC has proposed
to adopt limits on speculative positions in 25 physical commodity futures and option contracts as well as swaps that are economically
equivalent to such contracts in the agriculture, energy and metals markets. The Position Limit Rules would, among other things:
identify which contracts are subject to speculative position limits; set thresholds that restrict the size of speculative positions
that a person may hold in the spot month, other individual months, and all months combined; create an exemption for positions that
constitute bona fide hedging transactions; impose responsibilities on DCMs and SEFs to establish position limits or, in some cases,
position accountability rules; and apply to both futures and swaps across four relevant venues: OTC, DCMs, SEFs as well as certain
non-U.S. located platforms. The CFTC’s first attempt at finalizing the Position Limit Rules, in 2011, was successfully challenged
by market participants in 2012 and, since then, the CFTC has re-proposed them and solicited comments from market participants multiple
times. At this time, it is unclear how the Position Limit Rules may affect USL, but the effect may be substantial and adverse.
By way of example, the Position Limit Rules may negatively impact the ability of USL to meet its investment objectives through
limits that may inhibit USCF’s ability to sell additional Creation Baskets of USL. See "The Commodity Interest Markets-Commodities
Regulation" in this annual report on Form 10-K for additional information.
Until such time as the Position Limit Rules
are adopted, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions in
commodities and related derivatives. Under that system, the CFTC enforces federal limits on speculation in nine agricultural products
(e.g., corn, wheat and soy), while futures exchanges establish and enforce position limits and accountability levels for other
agricultural products and certain energy products (e.g., oil and natural gas). As a result, USL may be limited with respect
to the size of its investments in any commodities subject to these limits.
Under existing and recently adopted CFTC
regulations, for the purpose of position limits, a market participant is generally required, subject to certain narrow exceptions,
to aggregate all positions for which that participant controls the trading decisions with all positions for which that participant
has a 10 percent or greater ownership interest in an account or position, as well as the positions of two or more persons acting
pursuant to an express or implied agreement or understanding with that participant. The Aggregation Rules will also apply with
respect to the Position Limit Rules if and when such Position Limit Rules are adopted.
Margin Requirements
Futures and Cleared Swaps
Original or initial margin is the minimum
amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an
open position in futures contracts. Maintenance margin is the amount (generally less than the original margin) to which a trader’s
account may decline before he must deliver additional margin. A margin deposit is like a cash performance bond. It helps assure
the trader’s performance of the futures contracts that he or she purchases or sells.
Futures contracts are customarily bought
and sold on initial margin that represents a very small percentage (ranging upward from 5%) of the aggregate purchase or sales
price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create
profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation.
As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial
margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by
the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract.
Brokerage firms, such as USL’s clearing
brokers, carrying accounts for traders in commodity interest contracts may not accept lower, and generally require higher, amounts
of margin as a matter of policy to further protect themselves. The clearing brokers require USL to make margin deposits equal to
exchange minimum levels for all commodity interest contracts. This requirement may be altered from time to time in the clearing
brokers’ discretion.
Margin requirements are computed each day
by the relevant clearing organization and a trader’s clearing broker. When the market value of a particular open commodity
interest position changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call
is made by the broker. With respect to trading by USL, USL (and not its investors personally) is subject to margin calls.
Finally, many major U.S. exchanges have
passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an
account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring
the total risk of the combined positions.
Options
When a trader purchases an option, there
is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he
or she may be required to deposit margin in an amount determined by the margin requirements established for the underlying interest
and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling
of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher
than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions,
which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying
interest.
OTC Swaps
In October 2015, the Office of the Comptroller
of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Farm Credit Administration, and the Federal
Housing Finance Agency (each an “Agency” and, collectively, the “Agencies”) jointly adopted final rules
to establish minimum margin and capital requirements for registered swap dealers, major swap participants, security-based swap
dealers, and major security-based swap participants (“Swap Entities”) that are subject to the jurisdiction of one of
the Agencies (such entities, “Covered Swap Entities”, and the joint final rules, the “Final Margin Rules”).
The Final Margin Rules will subject non-cleared
swaps and non-cleared security-based swaps between Covered Swap Entities and Swap Entities, and between Covered Swap Entities and
financial end users that have material swaps exposure (i.e., an average daily aggregate notional of $8 billion or more in non-cleared
swaps calculated in accordance with the Final Margin Rules), to a mandatory two-way minimum initial margin requirement. The minimum
amount of the initial margin required to be posted or collected would be either the amount calculated by the Covered Swap Entity
using a standardized schedule set forth as an appendix to the Final Margin Rules, which provides the gross initial margin (as a
percentage of total notional exposure) for certain asset classes, or an internal margin model of the Covered Swap Entity conforming
to the requirements of the Final Margin Rules that is approved by the Agency having jurisdiction over the particular Covered Swap
Entity. The Final Margin Rules specify the types of collateral that may be posted or collected as initial margin for non-cleared
swaps and non-cleared security-based swaps with financial end users (generally cash, certain government, government-sponsored enterprise
securities, certain liquid debt, certain equity securities, certain eligible publicly traded debt, and gold); and sets forth haircuts
for certain collateral asset classes.
The Final Margin Rules require minimum
variation margin to be exchanged daily for non-cleared swaps and non-cleared security-based swaps between Covered Swap Entities
and Swap Entities and between Covered Swap Entities and all financial end-users (without regard to the swaps exposure of the particular
financial end-user). The minimum variation margin amount is the daily mark-to-market change in the value of the swap to the Covered
Swap Entity, taking into account variation margin previously posted or collected. For non-cleared swaps and security-based swaps
between Covered Swap Entities and financial end-users, variation margin may be posted or collected in cash or non-cash collateral
that is considered eligible for initial margin purposes. Variation margin is not subject to segregation with an independent, third-party
custodian, and may, if permitted by contract, be rehypothecated.
The initial margin requirements of the
Final Margin Rules are being phased in over time, and the variation margin requirements of the Final Margin Rules are currently
in effect. USL is not a Covered Swap Entity under the Final Margin Rules but it is a financial end-user. Accordingly, USL is currently
subject to the variation margin requirements of the Final Margin Rules. However, USL does not have material swaps exposure and,
accordingly, USL will not be subject to the initial margin requirements of the Final Margin Rules.
The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) required the CFTC and the SEC to adopt their own margin rules to apply to a limited
number of registered swap dealers, security-based swap dealers, major swap participants, and major security-based swap participants
that are not subject to the jurisdiction of one of the Agencies. On December 16, 2015 the CFTC finalized its margin rules, which
are substantially the same as the Final Margin Rules and have the same implementation timeline. The SEC adopted margin rules for
security-based swap dealers and major security-based swap participants on June 21, 2019. The SEC’s margin rules are generally
aligned with the Final Margin Rules and the CFTC’s margin rules, but they differ in a few key respects relating to timing
for compliance and the manner in which initial margin must be segregated. USL does not currently engage in security-based swap
transactions and, therefore, the SEC’s margin rules are not expected to apply to USL.
Mandatory Trading and Clearing of
Swaps
CFTC regulations require that certain swap
transactions be executed on organized exchanges or “swap execution facilities” and cleared through regulated clearing
organizations (“derivative clearing organizations” (“DCOs”)), if the CFTC mandates the central clearing
of a particular class of swap and such swap is “made available to trade” on a swap execution facility. Currently, swap
dealers, major swap participants, commodity pools, certain private funds and entities predominantly engaged in activities that
are financial in nature are required to execute on a swap execution facility, and clear, certain interest rate swaps and index-based
credit default swaps. As a result, if USL enters into an interest rate or index-based credit default swap that is subject to these
requirements, such swap will be required to be executed on a swap execution facility and centrally cleared. Mandatory clearing
and “made available to trade” determinations with respect to additional types of swaps are expected in the future,
and, when finalized, could require USL to electronically execute and centrally clear certain OTC instruments presently entered
into and settled on a bi-lateral basis. If a swap is required to be cleared, initial and variation margin requirements are set
by the relevant clearing organization, subject to certain regulatory requirements and guidelines. Additional margin may be required
and held by USL’s FCM.
Other Requirements for Swaps
In addition to the margin requirements
described above, swaps that are not required to be cleared and executed on a SEF but that are executed bilaterally are also subject
to various requirements pursuant to CFTC regulations, including, among other things, reporting and recordkeeping requirements and,
depending on the status of the counterparties, trading documentation requirements and dispute resolution requirements.
Derivatives Regulations in Non-U.S.
Jurisdictions
In addition to U.S. laws and regulations, USL
may be subject to non-U.S. derivatives laws and regulations if it engages in futures and/or swap transactions with non-U.S. persons.
For example, USL may be impacted by European laws and regulations to the extent that it engages in futures transactions on
European exchanges or derivatives transactions with European entities. Other jurisdictions impose requirements applicable to futures
and derivatives that are similar to those imposed by the U.S., including position limits, margin, clearing and trade execution
requirements.
SEC Reports
USL makes available, free of charge, on
its website, its annual reports on Form 10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and amendments
to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after
these forms are filed with, or furnished to, the SEC. These reports are also available from the SEC through its website at: www.sec.gov.
CFTC Reports
USL also makes available its monthly reports
and its annual reports required to be prepared and filed with the NFA under the CFTC regulations.
Intellectual Property
USCF owns trademark registrations for UNITED
STATES 12 MONTH OIL FUND (U.S. Reg. No. 3600671) for “Investment services in the field of oil futures contracts and other
oil-related investments,” in use since December 6, 2007, and 12 USL UNITED STATES 12 MONTH OIL FUND, LP (and 12 and Flame
Design) (U.S. Reg. 4440927) for “Financial investment services in the field of oil futures contracts, cash-settled options
on oil futures contracts, forward contracts for oil over-the-counter transactions based on the price of oil, and indices based
on the foregoing” in use since September 30, 2012. USCF relies upon these trademarks through which it markets its services
and strives to build and maintain brand recognition in the market and among current and potential investors. So long as USCF continues
to use these trademarks to identify its services, without challenge from any third party, and properly maintains and renews the
trademark registrations under applicable laws, rules and regulations, it will continue to have indefinite protection for these
trademarks under current laws, rules and regulations.
USCF owns trademark registrations for USCF
(and Design) (U.S. Reg. No. 5127374) for “Fund investment services,” in use since April 10, 2016, USCF (U.S. Reg No.
5040755) for “Fund investment services,” in use since June 24, 2008, and INVEST IN WHAT’S REAL (U.S. Reg. No.
5450808) for “Fund investment services,” in use since April 2016. USCF relies upon these trademarks and service mark
through which it markets its services and strives to build and maintain brand recognition in the market and among current and potential
investors. So long as USCF continues to use these trademarks to identify its services, without challenge from any third party,
and properly maintains and renews the trademark registrations under applicable laws, rules and regulations; it will continue to
have indefinite protection for these trademarks under current laws, rules and regulations. USCF has been granted two patents Nos.
7,739,186 and 8,019,675, for systems and methods for an exchange traded fund (ETF) that tracks the price of one or more commodities.
Item 1A. Risk Factors.
The following risk factors should be
read in connection with the other information included in this annual report on Form 10-K, including Management’s Discussion
and Analysis of Financial Condition and Results of Operations and USL’s financial statements and the related notes.
USL’s investment objective is for
the daily percentage changes in the NAV per share to reflect the daily percentage changes of the spot price of light, sweet crude
oil, as measured by the daily percentage changes in the average of the prices of the Benchmark Oil Futures Contracts, plus interest
earned on USL’s collateral holdings, less USL’s expenses. USL seeks to achieve its investment objective by investing
so that the average daily percentage change in USL’s NAV for any period of 30 successive valuation days will be within plus/minus
ten percent (10%) of the average daily percentage change in the price of the Benchmark Oil Futures Contracts over the same period.
USL’s investment strategy is designed to provide investors with a cost-effective way to invest indirectly in crude oil and
to hedge against movements in the spot price of light, sweet crude oil. An investment in USL involves investment risk similar to
a direct investment in Oil Futures Contracts and Other Oil-Related Investments, and correlation risk, or the risk that investors
purchasing shares to hedge against movements in the price of crude oil will have an efficient hedge only if the price they pay
for their shares closely correlates with the price of crude oil. In addition to investment risk and correlation risk, an investment
in USL involves tax risks, OTC risks, and other risks.
Investment Risk
The NAV of USL’s shares relates
directly to the value of the Benchmark Oil Futures Contracts and other assets held by USL and fluctuations in the prices of these
assets could materially adversely affect an investment in USL’s shares.
The net assets of USL consist primarily
of investments in Oil Futures Contracts and, to a lesser extent, in Other Oil-Related Investments. The NAV of USL’s shares
relates directly to the value of these assets (less liabilities, including accrued but unpaid expenses), which in turn relates
to the price of light, sweet crude oil in the marketplace. Crude oil prices depend on local, regional and global events or conditions
that affect supply and demand for oil.
Economic conditions
impacting crude oil. The demand for crude oil correlates closely with general economic growth rates. The occurrence of
recessions or other periods of low or negative economic growth will typically have a direct adverse impact on crude oil prices.
Other factors that affect general economic conditions in the world or in a major region, such as changes in population growth rates,
periods of civil unrest, government austerity programs, or currency exchange rate fluctuations, can also impact the demand for
crude oil. Sovereign debt downgrades, defaults, inability to access debt markets due to credit or legal constraints, liquidity
crises, the breakup or restructuring of fiscal, monetary, or political systems such as the European Union, and other events or
conditions that impair the functioning of financial markets and institutions also may adversely impact the demand for crude oil.
Other crude
oil demand-related factors. Other factors that may affect the demand for crude oil and therefore its price, include technological
improvements in energy efficiency; seasonal weather patterns, which affect the demand for crude oil associated with heating and
cooling; increased competitiveness of alternative energy sources that have so far generally not been competitive with oil without
the benefit of government subsidies or mandates; and changes in technology or consumer preferences that alter fuel choices, such
as toward alternative fueled vehicles.
Other crude
oil supply-related factors. Crude oil prices also vary depending on a number of factors affecting supply. For example,
increased supply from the development of new oil supply sources and technologies to enhance recovery from existing sources tends
to reduce crude oil prices to the extent such supply increases are not offset by commensurate growth in demand. Similarly, increases
in industry refining or petrochemical manufacturing capacity may impact the supply of crude oil. World oil supply levels can also
be affected by factors that reduce available supplies, such as adherence by member countries to OPEC production quotas and the
occurrence of wars, hostile actions, natural disasters, disruptions in competitors’ operations, or unexpected unavailability
of distribution channels that may disrupt supplies. Technological change can also alter the relative costs for companies in the
petroleum industry to find, produce, and refine oil and to manufacture petrochemicals, which in turn may affect the supply of and
demand for oil.
Other factors
impacting the crude oil market. The supply of and demand for crude oil may also be impacted by changes in interest rates,
inflation, and other local or regional market conditions, as well as by the development of alternative energy sources.
Price Volatility
May Possibly Cause the Total Loss of Your Investment. Futures contracts have a high degree of price variability and are
subject to occasional rapid and substantial changes. Consequently, you could lose all or substantially all of your investment in
USL.
Changes to U.S. tariff and import/export
regulations may have a negative effect on UNL’s developments.
There has been ongoing discussion and commentary
regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration,
along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and other
countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur,
may have a material adverse effect on global economic conditions and the stability of global crude oil, generally. Any of these
factors could depress economic activity and could have a material adverse effect on UNL’s business, financial condition and
results of operations, which in turn would negatively impact UNL and its shareholders.
Uncertainty about presidential administration
initiatives could negatively impact UNL’s business, financial condition and results of operations.
The current presidential administration
has called for significant changes to U.S. trade, healthcare, immigration, foreign and government regulatory policy. Accordingly,
there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as
the state and local levels. Recent events have created heightened uncertainty and introduced new and difficult-to-quantify macroeconomic
and political risks. There has been a corresponding increase in the uncertainty surrounding interest rates, inflation, foreign
exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current presidential administration
implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade
and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation, supply and demand
for commodities (including crude oil), and other areas. Although UNL cannot predict the impact, if any, of these changes to UNL’s
business, they could adversely affect UNL’s business, financial condition, operating results and cash flows.
Economic impacts due to Brexit.
In June 2016, the United Kingdom held
a referendum in which voters approved an exit from the European Union (“Brexit”) and, following the House of Commons
having passed a Brexit deal on December 20, 2019, the U.K. formally left the European Union on January 31, 2020. The U.K. is currently
in a transition period until December 31, 2020, when agreements surrounding trade and other aspects of the U.K.’s future
relationship with the European Union will need to be finalized. Until such agreements are finalized, there will be political and
economic uncertainty in the United Kingdom and the European Union. In addition, the fiscal and monetary policies of foreign nations,
such as Russia and China, may have a severe impact on the worldwide and U.S. commodity markets. Such disruptions could adversely
impact the value of USL’s investments.
Because USCF anticipates it will
“roll” USL’s positions in Oil Interests, it may be subject to the potential negative impact from rolling futures
positions.
USCF anticipates it will “roll”
USL’s positions in Oil Interests and, as a result, is subject to risks related to rolling. The contractual obligations of
a buyer or seller holding a futures contract to expiration may generally be satisfied by settling in cash as designated in the
contract specifications. Alternatively, futures contracts may be closed out prior to expiration by making an offsetting sale or
purchase of an identical futures contract on the same or linked exchange before the designated date of settlement. Once this date
is reached, the futures contract “expires.” As the futures contracts held by USL near expiration, they are generally
closed out and replaced by contracts with a later expiration. This process is referred to as “rolling.” USL does not
intend to hold futures contracts through expiration, but instead to “roll” its positions.
When the market for these contracts is
such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course
of the “rolling process” of the more nearby contract would take place at a price that is lower than the price of the
more distant contract. This pattern of higher futures prices for longer expiration futures contracts is often referred to as “contango.”
Alternatively, when the market for these contracts is such that the prices are higher in the nearer months than in the more distant
months, the sale during the course of the “rolling process” of the more nearby contract would take place at a price
that is higher than the price of the more distant contract. This pattern of higher futures prices for shorter expiration futures
contracts is referred to as “backwardation.”
The presence of contango in certain futures
contracts at the time of rolling would be expected to adversely affect USL’s long positions, and positively affect USL’s
short positions. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would
be expected to adversely affect USL’s short positions and positively affect USL’s long positions.
There have been extended periods in which
contango or backwardation has existed in the futures contract markets for various types of futures contracts, and such periods
can be expected to occur in the future. These extended periods have in the past and can in the future cause significant losses
for USL, and the periods can have as much or more impact over time than movements in the level of USL’s Benchmark Oil Futures
Contract.
An investment in USL may provide
little or no diversification benefits. Thus, in a declining market, USL may have no gains to offset losses from other investments,
and an investor may suffer losses on an investment in USL while incurring losses with respect to other asset classes.
Historically, Oil Futures Contracts and
Other Oil-Related Investments have generally been non-correlated to the performance of other asset classes such as stocks and bonds.
Non-correlation means that there is a low statistically valid relationship between the performance of futures and other commodity
interest transactions, on the one hand, and stocks or bonds, on the other hand.
However, there can be no assurance that
such non-correlation will continue during future periods. If, contrary to historic patterns, USL’s performance were to move
in the same general direction as the financial markets, investors will obtain little or no diversification benefits from an investment
in USL’s shares. In such a case, USL may have no gains to offset losses from other investments, and investors may suffer
losses on their investment in USL at the same time they incur losses with respect to other investments.
Variables such as drought, floods, weather,
embargoes, tariffs and other political events may have a larger impact on crude oil prices and crude oil-linked instruments, including
Oil Futures Contracts and Other Oil-Related Investments, than on traditional securities. These additional variables may create
additional investment risks that subject USL's investments to greater volatility than investments in traditional securities.
Non-correlation should not be confused
with negative correlation, where the performance of two asset classes would be opposite of each other. There is no historical evidence
that the spot price of crude oil and prices of other financial assets, such as stocks and bonds, are negatively correlated. In
the absence of negative correlation, USL cannot be expected to be automatically profitable during unfavorable periods for the stock
market, or vice versa.
Historical performance of USL and
the Benchmark Futures Contract is not indicative of future performance.
Past performance of USL or the Benchmark
Futures Contract is not necessarily indicative of future results. Therefore, past performance of USL or the Benchmark Futures Contract
should not be relied upon in deciding whether to buy shares of USL.
Correlation Risk
Investors purchasing shares to hedge against
movements in the price of crude oil will have an efficient hedge only if the price they pay for their shares closely correlates
with the price of crude oil. Investing in USL’s shares for hedging purposes involves the following risks:
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The market price at which the investor buys or sells shares may be significantly less or more than
the NAV.
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Daily percentage changes in NAV may not closely correlate with daily percentage changes in the
average of the prices of the Benchmark Oil Futures Contracts.
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Daily percentage changes in the average of the prices of the Benchmark Oil Futures Contracts may
not closely correlate with daily percentage changes in the price of light, sweet crude oil.
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The market price at which investors
buy or sell shares may be significantly less or more than NAV.
USL’s NAV per share will change throughout
the day as fluctuations occur in the market value of USL’s portfolio investments. The public trading price at which an investor
buys or sells shares during the day from their broker may be different from the NAV of the shares. Price differences may relate
primarily to supply and demand forces at work in the secondary trading market for shares that are closely related to, but not identical
to, the same forces influencing the prices of the light, sweet crude oil and the Benchmark Oil Futures Contracts at any point in
time. USCF expects that exploitation of certain arbitrage opportunities by Authorized Participants and their clients and customers
will tend to cause the public trading price to track NAV per share closely over time, but there can be no assurance of that.
The NAV of USL’s shares may also
be influenced by non-concurrent trading hours between the NYSE Arca and the various futures exchanges on which crude oil is traded.
While the shares trade on the NYSE Arca from 9:30 a.m. to 4:00 p.m. Eastern Time, the trading hours for the futures exchanges on
which sweet, light crude oil trade may not necessarily coincide during all of this time. For example, while the shares trade on
the NYSE Arca until 4:00 p.m. Eastern Time, liquidity in the global light sweet crude market will be reduced after the close of
the NYMEX at 2:30 p.m. Eastern Time. As a result, during periods when the NYSE Arca is open and the futures exchanges on which
sweet, light crude oil is traded are closed, trading spreads and the resulting premium or discount on the shares may widen and,
therefore, increase the difference between the price of the shares and the NAV of the shares.
Daily percentage changes in USL’s
NAV may not correlate with daily percentage changes in the average of the prices of the Benchmark Oil Futures Contracts.
It is possible that the daily percentage
changes in USL’s NAV per share may not closely correlate to daily percentage changes in the average of the prices of the
Benchmark Oil Futures Contracts. Non-correlation may be attributable to disruptions in the market for light, sweet crude oil, the
imposition of position or accountability limits by regulators or exchanges, or other extraordinary circumstances. As USL approaches
or reaches position limits with respect to the Benchmark Oil Futures Contracts and other Oil Futures Contracts or in view of market
conditions, USL may begin investing in Other Oil-Related Investments. In addition, USL is not able to replicate exactly the changes
in the price of the Benchmark Oil Futures Contracts because the total return generated by USL is reduced by expenses and transaction
costs, including those incurred in connection with USL’s trading activities, and increased by interest income from USL’s
holdings of Treasury securities. Tracking the Benchmark Oil Futures Contracts requires trading of USL’s portfolio with a
view to tracking the Benchmark Oil Futures Contracts over time and is dependent upon the skills of USCF and its trading principals,
among other factors.
Daily percentage changes in the price
of the Benchmark Oil Futures Contracts may not correlate with daily percentage changes in the spot price of light, sweet crude
oil.
The correlation between changes in prices
of the Benchmark Oil Futures Contracts and the spot price of crude oil may at times be only approximate. The degree of imperfection
of correlation depends upon circumstances such as variations in the speculative oil market, supply of and demand for Oil Futures
Contracts (including the Benchmark Oil Futures Contracts) and Other Oil-Related Investments, and technical influences in oil futures
trading.
Natural forces in the oil futures
market known as “backwardation” and “contango” may increase USL’s tracking error and/or negatively
impact total return.
The design of USL’s Benchmark Oil
Futures Contracts consists of the near month contract to expire and the 11 following months, which are changed to the next month
contract to expire and the 11 following months during one day each month. In the event of a crude oil futures market where near
month contracts trade at a higher price than next month to expire contracts, a situation described as “backwardation”
in the futures market, then absent the impact of the overall movement in crude oil prices the value of the benchmark contract would
tend to rise as it approaches expiration. Conversely, in the event of a crude oil futures market where near month contracts trade
at a lower price than next month contracts, a situation described as “contango” in the futures market, then absent
the impact of the overall movement in crude oil prices the value of the benchmark contract would tend to decline as it approaches
expiration. When compared to total return of other price indices, such as the spot price of crude oil, the impact of backwardation
and contango may cause the total return of USL’s per share NAV to vary significantly. Moreover, absent the impact of rising
or falling oil prices, a prolonged period of contango could have a significant negative impact on USL’s per share NAV and
total return and investors could lose part or all of their investment. See “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in this annual report on Form 10-K for a discussion of the
potential effects of contango and backwardation.
Accountability levels, position limits,
and daily price fluctuation limits set by the exchanges have the potential to cause tracking error, which could cause the price
of shares to substantially vary from the average of the prices of the Benchmark Oil Futures Contracts.
Designated contract markets, such as the
NYMEX and ICE Futures, have established accountability levels and position limits on the maximum net long or net short futures
contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge, which
an investment by USL is not) may hold, own or control. In addition to accountability levels and position limits, the NYMEX and
ICE Futures also set daily price fluctuation limits on futures contracts. The daily price fluctuation limit establishes the maximum
amount that the price of a futures contract may vary either up or down from the previous day’s settlement price. Once the
daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit.
As discussed above, the CFTC has proposed
to adopt limits on speculative positions in 25 physical commodity futures and option contracts as well as swaps that are economically
equivalent to such contracts in the agriculture, energy and metals markets. The Position Limit Rules would, among other things:
identify which contracts are subject to speculative position limits; set thresholds that restrict the size of speculative positions
that a person may hold in the spot month, other individual months, and all months combined; create an exemption for positions that
constitute bona fide hedging transactions; impose responsibilities on DCMs and SEFs to establish position limits or, in some cases,
position accountability rules; and apply to both futures and swaps across four relevant venues: OTC, DCMs, SEFs as well as certain
non-U.S. located platforms. The CFTC’s first attempt at finalizing the Position Limit Rules, in 2011, was successfully challenged
by market participants in 2012 and, since then, the CFTC has re-proposed them and solicited comments from market participants multiple
times. At this time, it is unclear how the Position Limit Rules may affect USL, but the effect may be substantial and adverse.
By way of example, the Position Limit Rules may negatively impact the ability of USL to meet its investment objectives through
limits that may inhibit USCF’s ability to sell additional Creation Baskets of USL. See "The Commodity Interest Markets-Commodities
Regulation" in this annual report on Form 10-K for additional information.
Until such time as the Position Limit Rules
are adopted, the regulatory architecture in effect prior to the adoption of the Position Limit Rules will govern transactions in
commodities and related derivatives. Under that system, the CFTC enforces federal limits on speculation in nine agricultural products
(e.g., corn, wheat and soy), while futures exchanges establish and enforce position limits and accountability levels for other
agricultural products and certain energy products (e.g., oil and natural gas). As a result, USL may be limited with respect
to the size of its investments in any commodities subject to these limits.
Under existing and recently adopted CFTC
regulations, for the purpose of position limits, a market participant is generally required, subject to certain narrow exceptions,
to aggregate all positions for which that participant controls the trading decisions with all positions for which that participant
has a 10 percent or greater ownership interest in an account or position, as well as the positions of two or more persons acting
pursuant to an express or implied agreement or understanding with that participant. The Aggregation Rules will also apply with
respect to the Position Limit Rules if and when such Position Limit Rules are adopted.
All of these limits may potentially cause a tracking
error between the price of USL’s shares and the average of the prices of the Benchmark Oil Futures Contracts. This may in
turn prevent investors from being able to effectively use USL as a way to hedge against crude oil-related losses or as a way to
indirectly invest in crude oil.
USL has not limited the size of its offering
and is committed to utilizing substantially all of its proceeds to purchase Oil Futures Contracts and Other Oil-Related Investments.
If USL encounters accountability levels, position limits, or price fluctuation limits for Oil Futures Contracts on the NYMEX or
ICE Futures, it may then, if permitted under applicable regulatory requirements, purchase Oil Futures Contracts on other exchanges
that trade listed crude oil futures or enter into swaps or other transactions to meet its investment objective. In addition, if
USL exceeds accountability levels on either the NYMEX or ICE Futures and is required by such exchanges to reduce its holdings,
such reduction could potentially cause a tracking error between the price of USL’s shares and the average of the prices of
the Benchmark Oil Futures Contracts.
Tax Risk
An investor’s tax liability
may exceed the amount of distributions, if any, on its shares.
Cash or property will be distributed at
the sole discretion of USCF. USCF has not and does not currently intend to make cash or other distributions with respect to shares.
Investors will be required to pay U.S. federal income tax and, in some cases, state, local, or foreign income tax, on their allocable
share of USL’s taxable income, without regard to whether they receive distributions or the amount of any distributions. Therefore,
the tax liability of an investor with respect to its shares may exceed the amount of cash or value of property (if any) distributed.
An investor’s allocable share
of taxable income or loss may differ from its economic income or loss on its shares.
Due to the application of the assumptions
and conventions applied by USL in making allocations for tax purposes and other factors, an investor’s allocable share of
USL’s income, gain, deduction or loss may be different than its economic profit or loss from its shares for a taxable year.
This difference could be temporary or permanent and, if permanent, could result in it being taxed on amounts in excess of its economic
income.
Items of income, gain, deduction,
loss and credit with respect to shares could be reallocated, and for taxable periods beginning after December 31, 2017, USL could
be liable for U.S. Federal income tax, if the U.S. Internal Revenue Service (“IRS”) does not accept the assumptions
and conventions applied by USL in allocating those items, with potential adverse consequences for an investor.
The U.S. tax rules pertaining to partnerships
are complex and their application to large, publicly traded partnerships such as USL is in many respects uncertain. USL applies
certain assumptions and conventions in an attempt to comply with the intent of the applicable rules and to report taxable income,
gains, deductions, losses and credits in a manner that properly reflects shareholders’ economic gains and losses. These assumptions
and conventions may not fully comply with all aspects of the Internal Revenue Code (the “Code”) and applicable Treasury
Regulations, however, and it is possible that the IRS will successfully challenge USL’s allocation methods and require USL
to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects investors. If this occurs, investors
may be required to file an amended tax return and to pay additional taxes plus deficiency interest.
In addition, for periods beginning after
December 31, 2017, USL may be liable for U.S. federal income tax on any “imputed understatement” of tax resulting from
an adjustment as a result of an IRS audit. The amount of the imputed understatement generally includes increases in allocations
of items of income or gains to any investor and decreases in allocations of items of deduction, loss, or credit to any investor
without any offset for any corresponding reductions in allocations of items of income or gain to any investor or increases in allocations
of items of deduction, loss, or credit to any investor. If USL is required to pay any U.S. federal income taxes on any imputed
understatement, the resulting tax liability would reduce the net assets of USL and would likely have an adverse impact on the value
of the shares. Under certain circumstances, USL may be eligible to make an election to cause the investors to take into account
the amount of any imputed understatement, including any interest and penalties. The ability of a publicly traded partnership such
as USL to make this election is uncertain. If the election is made, USL would be required to provide investors who owned beneficial
interests in the shares in the year to which the adjusted allocations relate with a statement setting forth their proportionate
shares of the adjustment (“Adjusted K-1s”). The investors would be required to take the adjustment into account in
the taxable year in which the Adjusted K-1s are issued. The resulting tax liability on an investor of taking the adjustment into
account in the year in which the Adjusted K-1 is issued may be less favorable to the investor than if the adjustment were taken
into account in the reviewed year.
USL could be treated as a corporation
for federal income tax purposes, which may substantially reduce the value of the shares.
USL has received an opinion of counsel
that, under current U.S. federal income tax laws, USL will be treated as a partnership that is not taxable as a corporation for
U.S. federal income tax purposes, provided that (i) at least 90 percent of USL’s annual gross income will be derived from
(a) income and gains from commodities (not held as inventory) or futures, forwards, options, swaps and other notional principal
contracts with respect to commodities, and (b) interest income, (ii) USL is organized and operated in accordance with its governing
agreements and applicable law and (iii) USL does not elect to be taxed as a corporation for federal income tax purposes. Although
USCF anticipates that USL has satisfied and will continue to satisfy the “qualifying income” requirement for all of
its taxable years, that result cannot be assured. USL has not requested and will not request any ruling from the IRS with respect
to its classification as a partnership not taxable as a corporation for federal income tax purposes. If the IRS were to successfully
assert that USL is taxable as a corporation for federal income tax purposes in any taxable year, rather than passing through its
income, gains, losses and deductions proportionately to shareholders, USL would be subject to tax on its net income for the year
at corporate tax rates. In addition, although USCF does not currently intend to make distributions with respect to shares, any
distributions would be taxable to shareholders as dividend income. Taxation of USL as a corporation could materially reduce the
after-tax return on an investment in shares and could substantially reduce the value of the shares.
USL is organized and operated as
a limited partnership in accordance with the provisions of the LP Agreement and applicable state law, and therefore, USL has a
more complex tax treatment than traditional mutual funds.
USL is organized and operated as a limited
partnership in accordance with the provisions of the LP Agreement and applicable state law. No U.S. federal income tax is paid
by USL on its income. Instead, USL will furnish shareholders each year with tax information on IRS Schedule K-1 (Form 1065) and
each U.S. shareholder is required to report on its U.S. federal income tax return its allocable share of the income, gain, loss
and deduction of USL.
This must be reported without regard to
the amount (if any) of cash or property the shareholder receives as a distribution from USL during the taxable year. A shareholder,
therefore, may be allocated income or gain by USL but receive no cash distribution with which to pay the tax liability resulting
from the allocation, or may receive a distribution that is insufficient to pay such liability.
In addition to federal income taxes, shareholders
may be subject to other taxes, such as state and local income taxes, unincorporated business taxes, business franchise taxes and
estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which USL does business or owns property
or where the shareholders reside. Although an analysis of those various taxes is not presented here, each prospective shareholder
should consider their potential impact on its investment in USL. It is each shareholder’s responsibility to file the appropriate
U.S. federal, state, local and foreign tax returns.
If USL is required to withhold tax
with respect to any Non-U.S. shareholders, the cost of such withholding may be borne by all shareholders.
Under certain circumstances, USL may be
required to pay withholding tax with respect to allocations to Non-U.S. shareholders. Although the LP Agreement provides that any
such withholding will be treated as being distributed to the Non-U.S. shareholder, USL may not be able to cause the economic cost
of such withholding to be borne by the Non-U.S. shareholder on whose behalf such amounts were withheld since it does not generally
expect to make any distributions. Under such circumstances, the economic cost of the withholding may be borne by all shareholders,
not just the shareholders on whose behalf such amounts were withheld. This could have a material impact on the value of the shares.
The impact of U.S. tax reform on USL is
uncertain.
On December 22, 2017, H.R. 1, the bill
formerly known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law. The Tax Act substantially
alters the U.S. federal tax system in a variety of ways, including significant changes to the taxation of business entities, the
deductibility of interest expense, and the tax treatment of capital investment. We cannot predict with certainty how any changes
in the tax laws might affect the U.S. economy or the demand for and the price of commodities. As a result, it is possible that
the Tax Act, as well as any U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Tax Act
and any future legislation related to tax reform, could have unexpected or negative impacts on USL and some or all of
its shareholders. Shareholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative
developments and proposals and their potential effect on an investment in USL.
OTC Contract Risk
USL will be subject to credit risk
with respect to counterparties to OTC contracts entered into by USL or held by special purpose or structured vehicles.
USL faces the risk of non-performance by
the counterparties to the OTC contracts. Unlike in futures contracts, the counterparty to these contracts is generally a single
bank or other financial institution, rather than a clearing organization backed by a group of financial institutions. As a result,
there will be greater counterparty credit risk in these transactions. A counterparty may not be able to meet its obligations to
USL, in which case USL could suffer significant losses on these contracts. The two-way margining requirements imposed by U.S. regulators,
discussed in “Item 1. Business – Commodities Regulation,” are intended to mitigate this risk.
Nevertheless, if a counterparty becomes
bankrupt or otherwise fails to perform its obligations due to financial difficulties, USL may experience significant delays in
obtaining any recovery in a bankruptcy or other reorganization proceeding. USL may obtain only limited recovery or may obtain no
recovery in such circumstances.
Valuing OTC derivatives may be less
certain that actively traded financial instruments.
In general, valuing OTC derivatives is
less certain than valuing actively traded financial instruments such as exchange traded futures contracts and securities or cleared
swaps because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated,
and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers
and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually
obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent
value for an outstanding OTC derivatives transaction.
Other Risks
Certain of USL’s investments
could be illiquid, which could cause large losses to investors at any time or from time to time.
Futures positions cannot always be liquidated
at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and
sell orders in a market. A market disruption, such as a foreign government taking political actions that disrupt the market for
its currency, its crude oil production or exports, or another major export, can also make it difficult to liquidate a position.
Because both Oil Futures Contracts and Other Oil-Related Investments may be illiquid, USL's Oil Interests may be more difficult
to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions
are being liquidated. The large size of the positions that USL may acquire increases the risk of illiquidity both by making its
positions more difficult to liquidate and by potentially increasing losses while trying to do so.
OTC contracts that are not subject to clearing
may be even less marketable than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions,
and are entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral,
and in general, they are not transferable without the consent of the counterparty. These conditions make such contracts less liquid
than standardized futures contracts traded on a commodities exchange and could adversely impact USL’s ability to realize
the full value of such contracts. In addition, even if collateral is used to reduce counterparty credit risk, sudden changes in
the value of OTC transactions may leave a party open to financial risk due to a counterparty default since the collateral held
may not cover a party’s exposure on the transaction in such situations.
USL is not actively managed and tracks
the Benchmark Oil Futures Contracts during periods in which the price of the Benchmark Oil Futures Contracts is flat or declining
as well as when the price is rising.
USL is not actively managed by conventional
methods. Accordingly, if USL’s investments in Oil Interests are declining in value, USL will not close out such positions
except in connection with paying the proceeds to an Authorized Participant upon the redemption of a basket or closing out futures
positions in connection with the monthly change in the Benchmark Oil Futures Contracts. USCF will seek to cause the NAV of USL’s
shares to track the Benchmark Oil Futures Contracts during periods in which its price is flat or declining as well as when the
price is rising.
The NYSE Arca may halt trading in
USL’s shares, which would adversely impact an investor’s ability to sell shares.
USL’s shares are listed for trading
on the NYSE Arca under the market symbol “USL.” Trading in shares may be halted due to market conditions or, in light
of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in shares inadvisable. In addition,
trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that
require trading to be halted for a specified period based on a specified market decline. Additionally, there can be no assurance
that the requirements necessary to maintain the listing of USL’s shares will continue to be met or will remain unchanged.
The liquidity of the shares may also
be affected by the withdrawal from participation of Authorized Participants, which could adversely affect the market price of the
shares.
In the event that one or more Authorized
Participants which have substantial interests in the shares withdraw from participation, the liquidity of the shares will likely
decrease, which could adversely affect the market price of the shares and result in investors incurring a loss on their investment.
Shareholders that are not Authorized
Participants may only purchase or sell their shares in secondary trading markets, and the conditions associated with trading in
secondary markets may adversely affect investors’ investment in the shares.
Only Authorized Participants may create
or redeem Redemption Baskets. All other investors that desire to purchase or sell shares must do so through the NYSE Arca or in
other markets, if any, in which the shares may be traded. Shares may trade at a premium or discount to NAV per share.
The lack of an active trading market
for USL’s shares may result in losses on an investor’s investment in USL at the time the investor sells the shares.
Although USL’s shares are listed
and traded on the NYSE Arca, there can be no guarantee that an active trading market for the shares will be maintained. If an investor
needs to sell shares at a time when no active trading market for them exists, the price the investor receives upon sale of the
shares, assuming they were able to be sold, likely would be lower than if an active market existed.
Limited partners may have limited
liability in certain circumstances, including potentially having liability for the return of wrongful distributions.
Under Delaware law, a limited partner might
be held liable for USL’s obligations as if it were a general partner if the limited partner participates in the control of
the partnership’s business and the persons who transact business with the partnership think the limited partner is the general
partner.
A limited partner will not be liable for
assessments in addition to its initial capital investment in any of USL’s shares. However, a limited partner may be required
to repay to USL any amounts wrongfully returned or distributed to it under some circumstances. Under Delaware law, USL may not
make a distribution to limited partners if the distribution causes USL’s liabilities (other than liabilities to partners
on account of their partnership interests and nonrecourse liabilities) to exceed the fair value of USL’s assets. Delaware
law provides that a limited partner who receives such a distribution and knew at the time of the distribution that the distribution
violated the law will be liable to the limited partnership for the amount of the distribution for three years from the date of
the distribution.
The LLC Agreement provides limited
authority to the Non-Management Directors, and any Director of USCF may be removed by USCF’s parent company, which is wholly
owned by Concierge, a controlled public company where the majority of shares are owned by Nicholas D. Gerber along with certain
other family members and certain other shareholders.
USCF’s Board of Directors currently
consists of four Management Directors, each of whom are executive officers or employees of USCF, and three Non-Management Directors,
each of whom are considered independent for purposes of applicable NYSE Arca and SEC rules. Under USCF’s LLC Agreement, the
Non-Management Directors have only such authority as the Management Directors expressly confer upon them, which means that the
Non-Management Directors may have less authority to control the actions of the Management Directors than is typically the case
with the independent members of a company’s Board of Directors. In addition, any Director may be removed by written consent
of Wainwright Holdings, Inc. (“Wainwright”), which is the sole member of USCF. The sole shareholder of Wainwright is
Concierge Technologies, Inc., a company publicly traded under the ticker symbol “CNCG” (“Concierge”). Mr.
Nicholas D. Gerber along with certain family members and certain other shareholders, owns the majority of the shares in Concierge,
which is the sole shareholder of Wainwright, the sole member of USCF. Accordingly, although USCF is governed by the USCF Board
of Directors, which consists of both Management Directors and Non-Management Directors, pursuant to the LLC Agreement, it is possible
for Mr. Gerber to exercise his indirect control of Wainwright to effect the removal of any Director (including the Non-Management
Directors which comprise the Audit Committee) and to replace that Director with another Director. Having control in one person
could have a negative impact on USCF and USL, including their regulatory obligations.
There is a risk that USL will not
earn trading gains sufficient to compensate for the fees and expenses that it must pay and as such USL may not earn any profit.
USL pays brokerage charges of approximately
0.01% of average total net assets based on brokerage fees of $3.50 per buy or sell, management fees of 0.60% of NAV on its average
net assets, and OTC spreads and extraordinary expenses (e.g., subsequent offering expenses, other expenses not in the ordinary
course of business, including the indemnification of any person against liabilities and obligations to the extent permitted by
law and required under the LP Agreement and under agreements entered into by USCF on USL’s behalf and the bringing and defending
of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expenses and the
settlement of claims and litigation) that cannot be quantified.
These fees and expenses must be paid in
all cases regardless of whether USL’s activities are profitable. Accordingly, USL must earn trading gains sufficient to compensate
for these fees and expenses before it can earn any profit.
USL is subject to extensive regulatory
reporting and compliance.
USL is subject to a comprehensive scheme
of regulation under the federal commodities and securities laws. USL could be subject to sanctions for a failure to comply with
those requirements, which could adversely affect its financial performance (in the case of financial penalties) or ability to pursue
its investment objective (in the case of a limitation on its ability to trade).
Because USL’s shares are publicly
traded, USL is subject to certain rules and regulations of federal, state and financial market exchange entities charged with the
protection of investors and the oversight of companies whose securities are publicly traded. These entities include the Public
Company Accounting Oversight Board (the “PCAOB”), the SEC, the CFTC and NYSE Arca and these authorities have continued
to develop additional regulations or interpretations of existing regulations. USL’s ongoing efforts to comply with these
regulations and interpretations have resulted in, and are likely to continue resulting in, a diversion of management’s time
and attention from revenue-generating activities to compliance related activities.
USL is responsible for establishing and
maintaining adequate internal control over financial reporting. USL’s internal control system is designed to provide reasonable
assurance to its management regarding the preparation and fair presentation of published financial statements. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may provide
only reasonable assurance with respect to financial statement preparation and presentation.
Regulatory
changes or actions, including the implementation of new legislation is impossible to predict but may significantly
and adversely affect USL.
The futures markets are subject to comprehensive
statutes, regulations, and margin requirements. In addition, the CFTC and futures exchanges are authorized to take extraordinary
actions in the event of a market emergency, including, for example, the retroactive implementation of speculative position limits
or higher margin requirements, the establishment of daily price limits and the suspension of trading. Regulation of commodity interest
transactions in the United States is a rapidly changing area of law and is subject to ongoing modification by governmental and
judicial action. Considerable regulatory attention has been focused on non-traditional investment pools that are publicly distributed
in the United States. In addition, the SEC, CFTC and the exchanges are authorized to take extraordinary actions in the event of
a market emergency, including, for example, the retroactive implementation of speculative position limits or higher margin requirements,
the establishment of daily price limits and the suspension of trading. Further, various national governments outside of the
United States have expressed concern regarding the disruptive effects of speculative trading in the energy markets and the need
to regulate the derivatives markets in general. The effect of any future regulatory change on USL is impossible to predict, but
it could be substantial and adverse. For a more detailed discussion of the regulations to be imposed by the CFTC and the SEC and
the potential impacts thereof on USL, please see “Item 1. Business – Commodities Regulation” in this annual
report on Form 10-K.
USL is not a registered investment
company so shareholders do not have the protections of the 1940 Act.
USL is not an investment company subject
to the 1940 Act. Accordingly, investors do not have the protections afforded by that statute, which, for example, requires investment
companies to have a majority of disinterested directors and regulates the relationship between the investment company and its investment
manager.
Trading in international markets
could expose USL to credit and regulatory risk.
USL invests primarily in Oil Futures Contracts,
a significant portion of which are traded on United States exchanges, including the NYMEX. However, a portion of USL’s trades
may take place on markets and exchanges outside the United States. Trading on such non-U.S. markets or exchanges presents risks
because they are not subject to the same degree of regulation as their U.S. counterparts, including potentially different or diminished
investor protections. In trading contracts denominated in currencies other than U.S. dollars, USL is subject to the risk of adverse
exchange-rate movements between the dollar and the functional currencies of such contracts. Additionally, trading on non-U.S. exchanges
is subject to the risks presented by exchange controls, expropriation, increased tax burdens and exposure to local economic declines
and political instability. An adverse development with respect to any of these variables could reduce the profit or increase the
loss earned on trades in the affected international markets.
USL and USCF may have conflicts of
interest, which may permit them to favor their own interests to the detriment of shareholders.
USL is subject to actual and potential
inherent conflicts involving USCF, various commodity futures brokers and Authorized Participants. USCF’s officers, directors
and employees do not devote their time exclusively to USL and also are directors, officers or employees of other entities that
may compete with USL for their services. They could have a conflict between their responsibilities to USL and to those other entities.
As a result of these and other relationships, parties involved with USL have a financial incentive to act in a manner other than
in the best interests of USL and the shareholders. USCF has not established any formal procedure to resolve conflicts of interest.
Consequently, investors are dependent on the good faith of the respective parties subject to such conflicts of interest to resolve
them equitably. Although USCF attempts to monitor these conflicts, it is extremely difficult, if not impossible, for USCF to ensure
that these conflicts do not, in fact, result in adverse consequences to the shareholders.
USL may also be subject to certain conflicts
with respect to the FCM, including, but not limited to, conflicts that result from receiving greater amounts of compensation from
other clients, or purchasing opposite or competing positions on behalf of third party accounts traded through the FCM. In addition,
USCF’s principals, officers, directors or employees may trade futures and related contracts for their own account. A conflict
of interest may exist if their trades are in the same markets and at the same time as USL trades using the clearing broker to be
used by USL. A potential conflict also may occur if USCF’s principals, officers, directors or employees trade their accounts
more aggressively or take positions in their accounts which are opposite, or ahead of, the positions taken by USL.
USL could terminate at any time and
cause the liquidation and potential loss of an investor’s investment and could upset the overall maturity and timing of an
investor’s investment portfolio.
USL may terminate at any time, regardless
of whether USL has incurred losses, subject to the terms of the LP Agreement. In particular, unforeseen circumstances, including
the death, adjudication of incompetence, bankruptcy, dissolution, or removal of USCF as the general partner of USL could cause
USL to terminate unless a majority interest of the limited partners within 90 days of the event elects to continue the partnership
and appoints a successor general partner, or the affirmative vote of a majority in interest of the limited partners subject to
certain conditions. However, no level of losses will require USCF to terminate USL. USL’s termination would cause the liquidation
and potential loss of an investor’s investment. Termination could also negatively affect the overall maturity and timing
of an investor’s investment portfolio.
USL does not expect to make cash
distributions.
USL has not previously made any cash distributions
and intends to reinvest any realized gains in additional Oil Interests rather than distributing cash to limited partners. Therefore,
unlike mutual funds, commodity pools or other investment pools that actively manage their investments in an attempt to realize
income and gains from their investing activities and distribute such income and gains to their investors, USL generally does not
expect to distribute cash to limited partners. An investor should not invest in USL if the investor will need cash distributions
from USL to pay taxes on its share of income and gains of USL, if any, or for any other reason. Nonetheless, although USL does
not intend to make cash distributions, the income earned from its investments held directly or posted as margin may reach levels
that merit distribution, e.g., at levels where such income is not necessary to support its underlying investments in Oil Interests
and investors adversely react to being taxed on such income without receiving distributions that could be used to pay such tax.
If this income becomes significant then cash distributions may be made.
An unanticipated number of redemption
requests during a short period of time could have an adverse effect on USL’s NAV.
If a substantial number of requests for
redemption of Redemption Baskets are received by USL during a relatively short period of time, USL may not be able to satisfy the
requests from USL’s assets not committed to trading. As a consequence, it could be necessary to liquidate positions in USL’s
trading positions before the time that the trading strategies would otherwise dictate liquidation.
The Fund may potentially lose money
on its holdings of money market mutual funds.
The SEC adopted amendments to Rule 2a-7
under the 1940 Act which became effective in 2016, to reform money market funds (“MMFs”). While the rule applies
only to MMFs, it may indirectly affect institutional investors such as USL. A portion of USL's assets that are not used for
margin or collateral in the Futures Contracts currently are invested in government MMFs. USL does not hold any non-government MMFs
and does not anticipate investing in any non-government MMFs. However, if USL invests in other types of MMFs besides
government MMFs in the future, USL could be negatively impacted by investing in an MMF that does not maintain a stable $1.00 NAV
or that has the potential to impose redemption fees and gates (temporary suspension of redemptions).
Although such government money market funds
seek to preserve the value of an investment at $1.00 per share, there is no guarantee that they will be able to do so and USL
may lose money by investing in a government money market fund. An investment in a government money market fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation, referred to herein as the FDIC, or any other government agency. The share
price of a government money market fund can fall below the $1.00 share price. USL cannot rely on or expect a government money
market fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the government
money market fund’s $1.00 share price. The credit quality of a government money market fund’s holdings can change rapidly
in certain markets, and the default of a single holding could have an adverse impact on the government money market fund’s
share price. Due to fluctuations in interest rates, the market value of securities held by a government money market fund may vary.
A government money market fund’s share price can also be negatively affected during periods of high redemption pressures
and/or illiquid markets.
The failure or bankruptcy of a futures
commission merchant or clearing house could result in a substantial loss of USL’s assets and could impair USL in its ability
to execute trades.
The Commodity Exchange Act and CFTC regulations
impose several requirements on FCMs and clearing houses that are designed to protect customers, including mandating the implementation
of risk management programs, internal monitoring and controls, capital and liquidity standards, customer disclosures, and auditing
and examination programs. In particular, the Commodity Exchange Act and CFTC regulations require FCM and clearing houses to segregate
all funds received from customers from proprietary assets. There can be no assurance that the requirements imposed by the Commodity
Exchange Act and CFTC regulations will prevent losses to, or not materially adversely affect, USL or its investors.
In particular, in the event of an FCM’s
or clearing house’s bankruptcy, USL could be limited to recovering either a pro rata share of all available funds segregated
on behalf of the FCM’s combined customer accounts or USL may not recover any assets at all. USL may also incur a loss of
any unrealized profits on its open and closed positions. This is because if such a bankruptcy were to occur, USL would be afforded
the protections granted to customers of an FCM, and participants to transactions cleared through a clearing house, under the United
States Bankruptcy Code and applicable CFTC regulations. Such provisions generally provide for a pro rata distribution to customers
of customer property held by the bankrupt FCM or an Exchange’s clearing house if the customer property held by the FCM or
the Exchange’s clearing house is insufficient to satisfy all customer claims.
Bankruptcy of a clearing FCM can be caused
by, among other things, the default of one of the FCM’s customers. In this event, the Exchange’s clearing house is
permitted to use the entire amount of margin posted by USL (as well as margin posted by other customers of the FCM) to cover the
amounts owed by the bankrupt FCM. Consequently, USL could be unable to recover amounts due to it on its futures positions, including
assets posted as margin, and could sustain substantial losses.
Notwithstanding that USL could sustain
losses upon the failure or bankruptcy of its FCM, the majority of USL’s assets are held in Treasuries, cash and/or cash equivalents
with the Custodian and would not be impacted by the bankruptcy of an FCM.
The failure or bankruptcy of USL’s Custodian could
result in a substantial loss of USL’s assets.
The majority of USL’s assets are
held in Treasuries, cash and/or cash equivalents with the Custodian. The insolvency of the Custodian could result in a complete
loss of USL’s assets held by that Custodian, which, at any given time, would likely comprise a substantial portion of USL’s
total assets.
Third parties may infringe upon or
otherwise violate intellectual property rights or assert that USCF has infringed or otherwise violated their intellectual property
rights, which may result in significant costs and diverted attention.
It is possible that third parties might
utilize USL’s intellectual property or technology, including the use of its business methods, trademarks and trading program
software, without permission. USCF has a patent for USL’s business method and has registered its trademarks. USL does not
currently have any proprietary software. However, if it obtains proprietary software in the future, any unauthorized use of USL’s
proprietary software and other technology could also adversely affect its competitive advantage. USL may not have adequate resources
to implement procedures for monitoring unauthorized uses of its patents, trademarks, proprietary software and other technology.
Also, third parties may independently develop business methods, trademarks or proprietary software and other technology similar
to that of USCF or claim that USCF has violated their intellectual property rights, including their copyrights, trademark rights,
trade names, trade secrets and patent rights. As a result, USCF may have to litigate in the future to protect its trade secrets,
determine the validity and scope of other parties’ proprietary rights, defend itself against claims that it has infringed
or otherwise violated other parties’ rights, or defend itself against claims that its rights are invalid. Any litigation
of this type, even if USCF is successful and regardless of the merits, may result in significant costs, divert its resources from
USL, or require it to change its proprietary software and other technology or enter into royalty or licensing agreements.
Due to the increased use of technologies,
intentional and unintentional cyber-attacks pose operational and information security risks.
With the increased use of technologies
such as the Internet and the dependence on computer systems to perform necessary business functions, USL is susceptible to operational
and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional events such as
a cyber-attack against USL, a natural catastrophe, an industrial accident, failure of USL’s disaster recovery systems, or
consequential employee error. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems for
purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks
may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks
on websites. Cyber security failures or breaches of USL’s clearing broker or third party service provider (including, but
not limited to, index providers, the administrator and transfer agent, the custodian), have the ability to cause disruptions and
impact business operations, potentially resulting in financial losses, the inability of USL shareholders to transact business,
violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation
costs, and/or additional compliance costs. Adverse effects can become particularly acute if those events affect USL’s electronic
data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our
data.
In addition, substantial costs may be incurred
in order to prevent any cyber incidents in the future. USL and its shareholders could be negatively impacted as a result. While
USL has established business continuity plans, there are inherent limitations in such plans.