x
|
Annual
report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
fiscal year ended December 31, 2007.
|
¨
|
Transition
report pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from
to
.
|
Delaware
|
|
20-0431897
|
(State
or other jurisdiction of
incorporation
or
organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
Business.
|
•
|
A
is the average daily change in US12OF’s NAV for any period of 30
successive valuation days, i.e., any day as of which US12OF calculates
its
NAV, and
|
•
|
B
is the average daily change in the average of the prices of the
Benchmark
Futures Contracts over the same
period.
|
Futures
Contract
|
Position
Accountability
Levels
and Limits
|
Maximum
Daily
Price
Fluctuation
|
||
NYMEX
Light, Sweet Crude Oil
|
Any
one month/all months: 20,000 net futures, but not to exceed
3,000
contracts in the last three days of trading in the spot
month.
|
$10.00
per barrel ($10,000 per contract) for all months. If any
contract is
traded, bid, or offered at the limit for five minutes,
trading is halted
for five minutes. When trading resumes, the limit is expanded by $10.00
per barrel in either direction. If another halt were triggered,
the market
would continue to be expanded by $10.00 per barrel in either
direction
after each successive five-minute trading halt. There will
be no maximum
price fluctuation limits during any one trading
session.
|
||
ICE
Futures Brent Crude Futures
|
There
are no position limits.
|
There
is no maximum daily price fluctuation limit.
|
||
ICE
WTI Crude Futures
|
There
are no position limits.
|
There
is no maximum daily price fluctuation.
|
||
NYMEX
Heating Oil
|
Any
one month/all months: 7,000 net futures, but not to exceed
1,000 contracts
in the last three days of trading in the spot month
|
$0.25
per gallon ($10,500 per contract) for all months. If any
contract is
traded, bid, or offered at the limit for five minutes,
trading is halted
for five minutes. When trading resumes, the limit is expanded
by $0.25 per
gallon in either direction. If another halt were triggered,
the market
would continue to be expanded by $0.25 per gallon in either
direction
after each successive five-minute trading halt. There will
be no maximum
price fluctuation limits during any one trading
session.
|
||
NYMEX
Gasoline
|
Any
one month/all months: 7,000 net futures, but not to exceed
1,000 contracts
in the last three days of trading in the spot month.
|
$0.25
per gallon ($10,500 per contract) for all months. If any
contract is
traded, bid, or offered at the limit for five minutes,
trading is halted
for five minutes. When trading resumes, the limit is expanded
by $0.25 per
gallon in either direction. If another halt were triggered,
the market
would continue to be expanded by $0.25 per gallon in either
direction
after each successive five-minute trading halt. There will
be no maximum
price fluctuation limits during any one trading
session.
|
||
NYMEX
Natural Gas
|
Any
one month/all months: 12,000 net futures, but not to exceed
1,000
contracts in the last three days of trading in the spot
month.
|
$3.00
per mmBtu ($30,000 per contract) for all months. If any
contract is
traded, bid, or offered at the limit for five minutes,
trading is halted
for five minutes. When trading resumes, the limit is expanded
by $3.00 per
mmBtu in either direction. If another halt were triggered,
the market
would continue to be expanded by $3.00 per mmBtu in either
direction after
each successive five-minute trading halt. There will be
no maximum price
fluctuation limits during any one trading
session.
|
Service
Provider
|
Compensation
Paid by the General Partner
|
Brown
Brothers Harriman & Co., Custodian and Administrator
|
Minimum
amount of $125,000 annually* for its custody, fund accounting
and fund
administration services rendered to all funds, as well as a $25,000
annual
fee for its transfer agency services. In addition, an asset-based
charge
of (a) 0.06% for the first $500 million of US12OF, USOF, USNG and
USG’s combined assets, (b) 0.0465% for US12OF, USOF, USNG and USG’s
combined assets greater than $500 million but less than $1 billion,
and
(c) 0.035% once US12OF, USOF, USNG and USG’s combined net assets exceed $1
billion.**
|
ALPS
Distributors, Inc., Marketing Agent
|
0.06%
on assets up to $3 billion; 0.04% on assets in excess of $3
billion.**
|
Service
Provider
|
Compensation
Paid by US12OF
|
Non-Affiliated
Brokers
|
Approximately
0.016% of assets (including futures commission merchant fees
of
approximately $4.00 per buy or
sell)***
|
Assets
|
Licensing
Fee
|
First
$1,000,000,000
|
0.04%
of NAV
|
After
the first $1,000,000,000
|
0.02%
of NAV
|
·
|
Taking
the current market value of its total
assets
|
·
|
Subtracting
any liabilities
|
·
|
it
determines that the investment alternative available to US12OF
at that
time will not enable it to meet its investment
objective;
|
·
|
it
determines that the purchase order or the Creation Basket Deposit
is not
in proper form;
|
·
|
it
believes that the purchase order or the Creation Basket Deposit
would have
adverse tax consequences to US12OF or its
unitholders;
|
·
|
the
acceptance or receipt of the Creation Basket Deposit would,
in the opinion
of counsel to the General Partner, be unlawful;
or
|
·
|
circumstances
outside the control of the General Partner, Marketing Agent
or Custodian
make it, for all practical purposes, not feasible to process
creations of
baskets.
|
Dollar
Amount Offered:
|
$
|
550,000,000
|
|
||
Dollar
Amount Raised:
|
$
|
20,127,316
|
|
||
Organizational
Expenses*:
|
||
SEC
registration fee**:
|
$
|
16,885
|
FINRA registration fees**: | $ | 75,500 |
AMEX
Listing fee**:
|
$
|
5,000
|
Auditor's
fees and expenses**:
|
$
|
10,700
|
Legal
fees and expenses**:
|
$
|
233,799
|
Printing
expenses:
|
$
|
23,755
|
|
||
Length
of Offering:
|
Continuous
|
Name
of Commodity Pool:
|
US12OF
|
|||
Type
of Commodity Pool:
|
Exchange
traded security
|
|||
Inception
of Trading:
|
December
6, 2007
|
|||
Aggregate
Gross Capital Subscriptions (from inception through
December 31, 2007):
|
$
|
20,126,316
|
||
Total
Net Assets as of December 31, 2007:
|
$
|
21,691,479
|
*
|
|
Initial
NAV Per Unit as of Inception:
|
$
|
50.00
|
||
NAV
per Unit as of December 31, 2007:
|
$
|
54.23
|
||
Worst
Monthly Percentage Draw-down:
|
N/A
|
|
||
Worst
Peak-to-Valley Draw-down:
|
N/A
|
|
||
Total
Rate of Return Since Inception:
|
8.46
|
%
|
Month
|
Rates of Return
For the Year 2007
|
|||
December
|
8.46
|
%
|
Dollar
Amount Offered in USOF Offering*:
|
$ | 7,094,860,000 | ||
Dollar
Amount Raised in USOF Offering:
|
$ | 6,142,801,105 | ||
Organizational
Expenses in USOF Offering:
|
||||
SEC
registration fee**:
|
$ | 800,474 | ||
FINRA
registration fee**:
|
$ | 377,500 | ||
AMEX
listing fee**:
|
$ | 5,000 | ||
Auditor’s
fees and expenses**:
|
$ | 59,000 | ||
Legal
fees and expenses**:
|
$ | 1,249,109 | ||
Printing
expenses**:
|
$ | 241,977 | ||
Length
of USOF offering:
|
Continuous
|
*
|
Reflects
the offering price per unit set forth on the cover page
of the
registration statement registering such units filed with
the SEC.
|
**
|
Through
December 31, 2006, these expenses were paid for by an affiliate
of the
General Partner in connection with the initial public offering.
Following
December 31, 2006, USOF has recorded these expenses.
|
Dollar
Amount Offered in USNG Offering*:
|
$ | 3,664,500,000 | ||
Dollar
Amount Raised in USNG Offering:
|
$ | 1,458,787,976 | ||
Organizational
Expenses in USNG Offering:
|
||||
SEC
registration fee**:
|
$ | 104,010 | ||
FINRA
registration fee**:
|
$ | 151,000 | ||
AMEX
listing fee**:
|
$ | 5,000 | ||
Auditor’s
fees and expenses**:
|
$ | 29,000 | ||
Legal
fees and expenses**:
|
$ | 526,746 | ||
Printing
expenses**:
|
$ | 40,323 | ||
Length
of USNG offering:
|
Continuous
|
*
|
Reflects
the offering price per unit set forth on the cover page
of the
registration statement registering such units filed with
the SEC.
|
Expense
|
Amount
in
Dollar
Terms
|
|||
Amount
Paid to General Partner in USOF Offering:
|
$ | 3,622,613 | ||
Amount
Paid in Portfolio Brokerage Commissions in USOF offering:
|
$ | 1,184,956 | ||
Other
Amounts Paid in USOF Offering:
|
$ | 1,530,281 | ||
Total
Expenses Paid in USOF Offering:
|
$ | 6,337,850 |
Expenses
in USOF Offering:
|
Amount
As a Percentage of
Average
Daily Net Assets
|
|||
General
Partner:
|
0.50%
annualized
|
|||
Portfolio
Brokerage Commissions:
|
0.16%
annualized
|
|||
Other
Amounts Paid in USOF Offering
|
0.21%
annualized
|
|||
Total
Expense Ratio:
|
0.87%
annualized
|
|||
USOF
Performance:
|
|
|||
Name
of Commodity Pool:
|
USOF
|
|||
Type
of Commodity Pool:
|
Exchange
traded security
|
|||
Inception
of Trading:
|
April
10, 2006
|
|||
Aggregate
Gross Capital Subscriptions (from inception through December
31,
2007):
|
$6,142,801,105
|
|||
Total
Net Assets as of December 31, 2007:
|
$485,222,737
|
|||
Initial
NAV Per Unit as of Inception:
|
$67.39
|
|||
NAV
per Unit as of December 31, 2007:
|
$75.82
|
|||
Worst
Monthly Percentage Draw-down:
|
September
2006 (11.71%)
|
|||
Worst
Peak-to-Valley Draw-down:
|
June
2006 - January 2007 (30.60%)
|
Expense
|
Amount
in
Dollar
Terms
|
|||
Amount
Paid to General Partner in USNG Offering:
|
$ | 1,239,862 | ||
Amount
Paid in Portfolio Brokerage Commissions in USNG offering:
|
$ | 351,310 | ||
Other
Amounts Paid in USNG Offering:
|
$ | 454,149 | ||
Total
Expenses Paid in USNG Offering:
|
$ | 2,045,321 |
Expenses
in USNG Offering:
|
Amount
As a Percentage of
Average
Daily Net Assets
|
General
Partner:
|
0.60%
annualized
|
Portfolio
Brokerage Commissions:
|
0.17%
annualized
|
Other
Amounts Paid in USNG Offering
|
0.22%
annualized
|
Total
Expense Ratio:
|
0.99%
annualized
|
USNG
Performance:
|
|
Name
of Commodity Pool:
|
USNG
|
Type
of Commodity Pool:
|
Exchange
traded security
|
Inception
of Trading:
|
April
18, 2007
|
Aggregate
Gross Capital Subscriptions (from inception through December
31,
2007):
|
$1,458,786,977
|
Total
Net Assets as of December 31, 2007:
|
$593,394,981
|
Initial
NAV Per Unit as of Inception:
|
$50.00
|
NAV
per Unit as of December 31, 2007:
|
$36.18
|
Worst
Monthly Percentage Draw-down:
|
November
2007 (16.16%)
|
Worst
Peak-to-Valley Draw-down:
|
April
2007 - August 2007 (34.74%)
|
Month
|
Rates
of Return
For
the Year 2006
|
|||
April*
|
3.47 | % | ||
May
|
(2.91 | %) | ||
June
|
3.16 | % | ||
July
|
(0.50 | %) | ||
August
|
(6.97 | %) | ||
September
|
(11.71 | %) | ||
October
|
(8.46 | %) | ||
November
|
4.73 | % | ||
December
|
(5.21 | %) | ||
Annual
Rate of Return (since inception through December 31, 2006)
|
(23.03 | %) |
Month
|
Rates
of Return
For
the Year 2007
|
|||
January
|
(6.55 | )% | ||
February
|
5.63 | % | ||
March
|
4.61 | % | ||
April
|
(4.26 | )% | ||
May
|
(4.91 | )% | ||
June
|
9.06 | % | ||
July
|
10.57 | % | ||
August
|
(4.95 | )% | ||
September
|
12.11 | % | ||
October
|
16.98 | % | ||
November
|
(4.82 | )% | ||
December
|
8.67 | % | ||
Annual
Rate of Return (through December 31, 2007)
|
46.17 | % |
Month
|
Rates
of Return
For
the Year 2007
|
|||
April
*
|
4.30 | % | ||
May
|
(0.84 | )% | ||
June
|
(15.90 | )% | ||
July
|
(9.68 | )% | ||
August
|
(13.37 | )% | ||
September
|
12.28 | % | ||
October
|
12.09 | % | ||
November
|
(16.16 | )% | ||
December
|
0.75 | % | ||
Annual
Rate of Return (through December 31, 2007)
|
(27.64 | )% |
·
|
held
on deposit with the futures commission merchant or other
custodian,
|
·
|
used
for other investments, and
|
·
|
held
in bank accounts to pay current obligations and as
reserves.
|
Risk
Factors.
|
•
|
no
commercially productive crude oil or natural gas reservoirs
will be
found;
|
•
|
crude
oil and natural gas drilling and production activities
may be shortened,
delayed or canceled;
|
•
|
the
ability of an oil producer to develop, produce and
market reserves may be
limited by:
|
•
|
title
problems,
|
•
|
political
conflicts, including war,
|
•
|
weather
conditions,
|
•
|
compliance
with governmental requirements,
|
•
|
refinery
capacity, and
|
•
|
mechanical
difficulties or shortages or delays in the delivery
of drilling rigs and
other equipment;
|
•
|
decisions
of the cartel of oil producing countries (e.g., OPEC),
to produce more or
less oil;
|
•
|
increases
in oil production due to price rises may make it more
economical to
extract oil from additional sources and may later temper
further oil price
increases; and
|
•
|
economic
activity of users, as certain economies expand, oil
consumption and prices
increase (e.g., China, India) and as economies contract
(in a recession or
depression), oil demand and prices
fall.
|
·
|
US12OF
(i) may not be able to buy/sell the exact amount of Futures
Contracts and
Other Crude Oil-Related Investments to have a perfect
correlation with
NAV; (ii) may not always be able to buy and sell Futures
Contracts or
Other Crude Oil-Related Investments at the market price;
(iii) may not
experience a perfect correlation between the Benchmark
Futures Contract
and the underlying investments in Futures Contracts,
Other Crude
Oil-Related Investments and Treasuries, cash and/or cash
equivalents; and
(iv) is required to pay fees, including brokerage fees
and the management
fee, which will have an effect on the
correlation.
|
·
|
Supply
and demand for crude oil may cause the changes in the
market price of the
Benchmark Futures Contracts to vary from changes in US12OF’s NAV if US12OF
has fully invested in Futures Contracts that do not reflect
such supply
and demand and it is unable to replace such contracts
with Futures
Contracts that do reflect such supply and
demand.
|
·
|
US12OF
plans to buy only as many Futures Contracts and Other
Crude Oil-Related
Investments that it can to get the changes in percentage
terms of the NAV
as close as possible to the changes in percentage terms
in the price of
the Benchmark Futures Contracts. The remainder of its
assets will be
invested in Treasuries, cash and/or cash equivalents
and will be used to
satisfy initial margin and additional margin requirements,
if any, and to
otherwise support its investments in Crude Oil Interests.
Investments in
Treasuries, cash and/or cash equivalents, both directly
and as margin,
will provide rates of return that will vary from changes
in the value of
the price of light, sweet crude oil and the price of
the Benchmark Futures
Contract.
|
·
|
In
addition, because US12OF will incur certain expenses
in connection with
its investment activities, and will hold most of its
assets in more liquid
short-term securities for margin and other liquidity
purposes and for
redemptions that may be necessary on an ongoing basis,
the General Partner
will not be able to fully invest US12OF’s assets in Futures Contracts or
Other Crude Oil-Related Investments and there cannot
be perfect
correlation between changes in US12OF’s NAV and changes in the price of
the Benchmark Futures Contracts.
|
·
|
As
US12OF grows, there may be more or less correlation.
For example, if
US12OF only has enough money to buy three Benchmark Futures
Contracts and
it needs to buy four contracts to track the price of
light, sweet crude
oil then the correlation will be lower, but if it buys
20,000 Benchmark
Futures Contracts and it needs to buy 20,001 contracts
then the
correlation will be higher. At certain asset levels,
US12OF may be limited
in its ability to purchase the Benchmark Futures Contracts
or other
Futures Contracts due to accountability levels imposed
by the relevant
exchanges. To the extent that US12OF invests in these
other Futures
Contracts or Other Crude Oil-Related Investments, the
correlation with the
Benchmark Futures Contracts may be lower. If US12OF is
required to invest
in other Futures Contracts and Other Crude Oil-Related
Investments that
are less correlated with the Benchmark Futures Contracts,
US12OF would
likely invest in over-the-counter contracts to increase
the level of
correlation of US12OF’s assets. Over-the-counter contracts entail certain
risks described below under “Over-the-Counter Contract
Risk.”
|
·
|
US12OF
anticipates that it will invest in equal amounts of each
of the Benchmark
Futures Contracts. Certain months of these futures contracts
may have less
liquidity and availability than other months of these
future contracts.
The inability to purchase and hold the Benchmark Futures
Contracts in
equal amounts may cause less correlation between the
units’ NAV and the
average of the prices of the Benchmark Futures
Contracts.
|
·
|
US12OF
may not be able to buy the exact number of Futures Contracts
and Other
Crude Oil-Related Investments to have a perfect correlation
with the
Benchmark Futures Contracts if the purchase price of
Futures Contracts
required to be fully invested in such contracts is higher
than the
proceeds received for the sale of a Creation Basket on
the day the basket
was sold. In such case, US12OF could not invest the entire
proceeds from
the purchase of the Creation Basket in such futures contracts
(for
example, assume US12OF receives $4,000,000 for the sale
of a Creation
Basket and assume that the average of the prices of the
Futures Contracts
for crude oil that reflects the prices of the Benchmark
Futures Contracts
is $65.94, then US12OF could only invest in Futures Contracts
with an
aggregate value of $3,956,700), US12OF would be required
to invest a
percentage of the proceeds in Treasuries to be deposited
as margin with
the futures commission merchant through which the contract
was purchased.
The remainder of the purchase price for the Creation
Basket would remain
invested in Treasuries, cash and/or cash equivalents
as determined by the
General Partner from time to time based on factors such
as potential calls
for margin or anticipated redemptions. If the trading
market for Futures
Contracts is suspended or closed, US12OF may not be able
to purchase these
investments at the last reported price for such
investments.
|
·
|
US12OF
may make use of “mini” contracts as a way of investing a dollar amount in
contracts that may more closely match the dollar amount
of net assets of
the fund. However, even the use of mini contracts does
not completely
eliminate the risk that US12OF will not be able to buy
or sell the exact
number of Futures Contracts necessary. In addition there
is a risk that
because of the size and relative liquidity of such contracts
when compared
to standard size Futures Contracts such as the Benchmark
Futures
Contracts, the price of a smaller contract for a particular
month may not
equate to the Benchmark Futures Contract for the same
month, which could
cause the change in the US12OF’s per unit price and NAV to vary from
changes in the average price of the Benchmark Futures
Contracts.
|
•
|
worldwide
or regional demand for energy, which is affected by economic
conditions;
|
•
|
the
domestic and foreign supply and inventories of oil and
gas;
|
•
|
weather
conditions, including abnormally mild winter or summer weather,
and
abnormally harsh winter or summer
weather;
|
•
|
availability
and adequacy of pipeline and other transportation
facilities;
|
•
|
domestic
and foreign governmental regulations and
taxes;
|
•
|
political
conditions in gas or oil producing
regions;
|
•
|
the
ability of members of the Organization of Petroleum Exporting
Countries
(“OPEC”) to agree upon and maintain oil prices and production
levels;
|
•
|
the
price and availability of alternative fuels; and
|
|
•
|
the
impact of energy conservation
efforts.
|
Unresolved
Staff
Comments.
|
Properties.
|
Legal
Proceedings.
|
Submission
of Matters to a Vote
of Security Holders.
|
Market
for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases
of Equity
Securities.
|
|
High
|
|
Low
|
|
|||
Fiscal
year 2007
|
|||||||
Fourth
quarter (beginning December 6, 2007)
|
$
|
54.37
|
$
|
50.30
|
Selected
Financial
Data.
|
Total
assets
|
$
|
21,691
|
||
Net
realized and unrealized gains on futures transactions, inclusive
of
commissions
|
$
|
1,524
|
|
|
Net
income
|
$
|
1,564
|
||
Weighted-average
limited partnership units
|
400,000
|
|||
Net income per unit | $ | 4.23 | ||
Net
income per weighted average unit
|
$
|
3.98
|
||
Cash
at end of year
|
$
|
18,174
|
Management’s
Discussion and
Analysis of Financial Condition and Results of
Operations.
|
Financial
Statements and
Supplementary Data.
|
United
States 12 Month Oil Fund, LP
|
|||||
Statement
of Financial
Condition
|
|||||
At
December 31,
2007
|
|||||
|
|||||
December
31,
2007
|
|||||
Assets
|
|||||
Cash
and cash equivalents
|
$
|
18,174,276
|
|||
Equity
in UBS Securities LLC trading accounts:
|
|||||
Cash
|
1,999,108
|
||||
Unrealized
gain on open commodity futures contracts
|
1,525,370
|
|
|||
Interest
receivable
|
4,994
|
||||
Total
assets
|
$
|
21,703,748
|
|||
Liabilities
and Partners'
Capital
|
|||||
General
Partner management fees (Note 3)
|
$
|
8,790
|
|||
Accrued tax reporting costs | 2,600 | ||||
Other
liabilities
|
879
|
||||
Total
liabilities
|
12,269
|
||||
Commitments
and Contingencies
(Notes 3,
4 and 5)
|
|||||
Partners'
Capital
|
|||||
General
Partner
|
-
|
||||
Limited
Partners
|
21,691,479
|
||||
Total
Partners'
Capital
|
21,691,479
|
||||
Total
liabilities and
partners' capital
|
$
|
21,703,748
|
|||
Limited
Partners' units outstanding, December 31, 2007
|
400,000
|
||||
Net asset value per unit, (inception) June 27, 2007 | $ | 0.00 | |||
Net
asset value per unit (commencement of operations, December
6,
2007)
|
$
|
50.00
|
|||
Net
asset value per unit, December 31, 2007
|
$
|
54.23
|
|||
Market
value per unit, December 31, 2007
|
$
|
53.88
|
|||
See
accompanying notes
to financial statements.
|
United
States
12 Month Oil Fund, LP
|
||||||||||
Condensed
Schedule of
Investments
|
||||||||||
At
December 31,
2007
|
||||||||||
Open
Futures Contracts
|
||||||||||
Gain
on
Open
|
||||||||||
Number
of
|
Commodity
|
%
of
Partners'
|
||||||||
|
Contracts
|
Contracts
|
Capital
|
|||||||
United
States
Contracts
|
||||||||||
Crude
Oil Futures contracts, expires February 2008
|
19
|
$
|
151,860
|
|
0.70
|
|
||||
Crude
Oil Futures contracts, expires March 2008
|
20 | 161,850 | 0.74 | |||||||
Crude
Oil Futures contracts, expires April 2008
|
19 | 148,020 | 0.68 | |||||||
Crude
Oil Futures contracts, expires May 2008
|
20 | 149,550 | 0.69 | |||||||
Crude
Oil Futures contracts, expires June 2008
|
19 | 134,150 | 0.62 | |||||||
Crude
Oil Futures contracts, expires July 2008
|
19 | 129,490 | 0.60 | |||||||
Crude
Oil Futures contracts, expires August 2008
|
19 | 121,220 | 0.56 | |||||||
Crude
Oil Futures contracts, expires September 2008
|
20 | 121,400 | 0.56 | |||||||
Crude
Oil Futures contracts, expires October 2008
|
19 | 108,700 | 0.50 | |||||||
Crude
Oil Futures contracts, expires November 2008
|
20 | 108,700 | 0.50 | |||||||
Crude
Oil Futures contracts, expires December 2008
|
19 | 96,840 | 0.45 | |||||||
Crude
Oil Futures contracts, expires January 2009
|
19 | 93,590 | 0.43 | |||||||
232 | $ | 1,525,370 | 7.03 | |||||||
Cash |
18,174,276
|
83.78
|
|||||
Total cash and cash equivalents |
18,174,276
|
83.78
|
|||||
Cash
on deposit with
broker
|
|
1,999,108
|
9.22
|
||||
Liabilities,
less
receivables
|
(7,275
|
) |
(0.03
|
) | |||
Total
Partners'
Capital
|
$
|
21,691,479
|
100.00
|
||||
See
accompanying notes
to financial statements.
|
December
6, 2007
|
||||
(commencement
of
|
||||
operations)
to
|
||||
December
31, 2007
|
||||
Per
Unit Operating
Performance:
|
||||
Net
asset value, commencement of operations
|
$
|
50.00
|
||
Total income
|
4.26
|
|
||
Total
expenses
|
(0.03
|
)
|
||
Net
increase in net asset value
|
4.23
|
|
||
Net
asset value, end of period
|
$
|
54.23
|
||
Total
Return
|
8.46
|
%
|
||
Ratios
to Average Net Assets
(annualized)
|
||||
Total income
|
107.67
|
%
|
||
Expenses
excluding management fees
|
(0.30
|
)%
|
||
Management
fees
|
(0.60
|
)%
|
||
Net
income
|
106.77
|
%
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||
2007
|
2007
|
2007
|
2007
|
||||||||||
Total
Income
|
$
|
-
|
|
$
|
-
|
$
|
-
|
$
|
1,577,324
|
|
|||
Total
Expenses
|
-
|
-
|
-
|
13,161
|
|||||||||
Net
Income
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
$
|
1,564,163
|
|
||
Net
Income per limited partner unit
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
$
|
4.23
|
|
Changes
in and Disagreements
With Accountants on Accounting and Financial
Disclosure.
|
Controls
and
Procedures.
|
Other
Information.
|
Directors,
Executive Officers
and Corporate Governance.
|
Executive
Compensation.
|
|
|
|
|
|
|
|
|
|
|
Change
in
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
Value
and
|
|
|
|
|
|
|||||||
|
|
Fees
|
|
|
|
|
|
|
|
Nonqualified
|
||||||||||||
Earned
or
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|||||||||
|
|
Paid
in
|
|
Stock
|
|
Option
|
|
Incentive
Plan
|
|
Compensation
|
|
All
Other
|
|
|
|
|||||||
Name
|
|
Cash
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Plan
|
|
Compensation
(1)
|
|
Total
|
||||||||
Management
Directors
|
||||||||||||||||||||||
Nicholas
Gerber
|
$
|
0
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||
Andrew
F. Ngim
|
$
|
0
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||
Howard
Mah
|
$
|
0
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||
Robert
L. Nguyen
|
$
|
0
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||||||
Independent
Directors
|
||||||||||||||||||||||
Peter
M. Robinson
|
$
|
0
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
89,000
|
$
|
89,000
|
|||||||||||
Gordon
L. Ellis
|
$
|
0
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
88,000
|
$
|
88,000
|
|||||||||||
Malcolm
R. Fobes III
|
$
|
0
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
109,000
|
$
|
109,000
|
Security
Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters.
|
Certain
Relationships and
Related Transactions, and Director
Independence.
|
Principal
Accountant Fees and
Services.
|
2007
|
||||
Audit
fees
|
$
|
27,500
|
||
Audit-related
fees
|
|
-
|
||
Tax
fees
|
|
-
|
||
All
other fees
|
|
-
|
||
$
|
27,500
|
Exhibits
and Financial
Statement
Schedules.
|
1.
|
See
Index to Financial Statements on page 61.
|
2.
|
No
financial statement schedules are filed herewith because (i)
such
schedules are not required or (ii) the information required has
been
presented in the aforementioned financial statements.
|
3.
|
Exhibits
required to be filed by Item 601 of Regulation
S-K.
|
Exhibit
Number
|
Description
of
Document
|
|
3.1*
|
Form
of
the Amended and Restated Agreement of Limited
Partnership.
|
|
3.2*
|
Certificate
of Limited
Partnership of the Registrant.
|
|
10.1**
|
Form
of Initial
Authorized Purchaser Agreement.
|
|
10.2**
|
Form
of Marketing
Agent Agreement.
|
|
10.3**
|
Form
of Custodian
Agreement.
|
|
10.4**
|
Form
of Administrative
Agency Agreement.
|
|
10.5**
*
|
Amendment
to the License Agreement
.
|
|
14.1*** | Code of Ethics. |
|
||
|
||
|
||
|
||
United
States 12 Month Oil Fund, LP (Registrant)
By:
Victoria Bay Asset Management, LLC, its general partner
|
/s/
Nicholas D. Gerber
|
Nicholas
D.
Gerber
|
Chief
Executive Officer of
Victoria
Bay Asset
Management, LLC
(Principal
executive
officer
)
|
DateDate:
March 26, 2008
|
/s/ Howard Mah |
Howard
Mah
|
Chief
Financial Officer
of Victoria
Bay
Asset Management, LLC
(Principal
financial and
accounting officer
)
|
DateDate:
March 26, 2008
|
Signature | Title (Capacity) | Date |
/s/ Nicholas D. Gerber | Management Director | March 26, 2008 |
Nicholas D. Gerber | ||
/s/ Howard Mah | Management Director | March 26, 2008 |
Howard Mah | ||
/s/ Andrew Ngim | Management Director | March 26, 2008 |
Andrew Ngim | ||
/s/ Robert Nguyen | Management Director | March 26, 2008 |
Robert Nguyen | ||
/s/ Peter M. Robinson | Independent Director | March 26, 2008 |
Peter M. Robinson | ||
/s/ Gordon L. Ellis | Independent Director | March 26, 2008 |
Gordon L. Ellis | ||
/s/ Malcolm R. Fobes III | Independent Director | March 26, 2008 |
Malcolm R. Fobes III |
|
2.
|
Representations.
Each
party represents to the other party that:-
|
NEW
YORK MERCANTILE EXCHANGE, INC.
|
|||
By:
|
/s/ James Newsome | ||
Name:
|
James
Newsome
|
||
Title:
|
President
|
UNITED
STATES OIL FUND, LP
|
|||
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
By:
|
/s/ Nicholas Gerber | ||
Name:
|
Nicholas
Gerber
|
||
Title:
|
Managing
Member of Victoria Bay Asset Management,
LLC
|
UNITED
STATES NATURAL GAS FUND, LP
|
|||
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
By:
|
/s/ Nicholas Gerber | ||
Name:
|
Nicholas
Gerber
|
||
Title:
|
Managing
Member of Victoria Bay Asset Management,
LLC
|
VICTORIA
BAY ASSET MANAGEMENT, LLC
|
|||
By:
|
/s/ Nicholas Gerber | ||
Name:
|
Nicholas
Gerber
|
||
Title:
|
Managing
Member
|
UNITED
STATES GASOLINE FUND, LP
|
|||
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
By:
|
/s/ Nicholas Gerber | ||
Name:
|
Nicholas
Gerber
|
||
Title:
|
Managing
Member of Victoria Bay Asset Management,
LLC
|
UNITED
STATES HEATING OIL FUND, LP
|
|||
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
By:
|
/s/ Nicholas Gerber | ||
Name:
|
Nicholas
Gerber
|
||
Title:
|
Managing
Member of Victoria Bay Asset Management,
LLC
|
UNITED
STATES 12 MONTH OIL FUND, LP
|
|||
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
By:
|
/s/ Nicholas Gerber | ||
Name:
|
Nicholas
Gerber
|
||
Title:
|
Managing
Member of Victoria Bay Asset Management,
LLC
|
UNITED
STATES 12 MONTH NATURAL GAS FUND, LP
|
|||
By:
|
Victoria
Bay Asset Management, LLC, General Partner
|
||
By:
|
/s/ Nicholas Gerber | ||
Name:
|
Nicholas
Gerber
|
||
Title:
|
Managing
Member of Victoria Bay Asset Management,
LLC
|
Re:
|
License
Fee from Victoria Bay Asset Management, LLC, United States Oil Fund,
LP,
United States Natural Gas Fund, LP, United States Gasoline Fund,
LP,
United States Heating Oil Fund, LP, United States 12 Month Oil Fund,
LP,
and United States 12 Month Natural Gas Fund, LP covering the quarter
beginning _______________ to ______________.
|
A
Date
|
B
Number
of Crude Oil Securities
Outstanding
|
C
Net
Asset Value of Each
Security
|
D
Product
of B
Multiplied
by
C
|
A
Date
|
B
Number
of Natural Gas Securities
Outstanding
|
C
Net
Asset Value of Each
Security
|
D
Product
of B
Multiplied
by
C
|
A
Date
|
B
Number
of Gasoline Securities
Outstanding
|
C
Net
Asset Value of Each
Security
|
D
Product
of B
Multiplied
by
C
|
A
Date
|
B
Number
of Heating Oil Securities
Outstanding
|
C
Net
Asset Value of Each
Security
|
D
Product
of B
Multiplied
by
C
|
A
Date
|
B
Number
of 12 Month Crude Oil
Securities Outstanding
|
C
Net
Asset Value of Each
Security
|
D
Product
of B
Multiplied
by
C
|
A
Date
|
B
Number
of 12 Month Natural Gas
Securities Outstanding
|
C
Net
Asset Value of Each
Security
|
D
Product
of B
Multiplied
by
C
|
Page
|
|
Introduction | 1 |
Purpose of the Code | 1 |
Conflicts of Interest | 1 |
Corporate Opportunities | 2 |
Public Disclosure | 2 |
Confidentiality | 3 |
Fair Dealing | 3 |
Protection and Proper Use of Company Assets | 3 |
Compliance with Applicable Laws, Rules and Regulations | 3 |
Equal Opportunity, Harassment | 4 |
Accuracy of Company Records | 4 |
Retaining Business Communications | 4 |
Political Contributions | 5 |
Media Relations | 5 |
Intellectual Property Information | 5 |
Internet and E-Mail Policy | 5 |
Reporting Violations and Complaint Handling | 6 |
Sanctions for Code Violations | 7 |
Applications/Waivers | 7 |
Appendix | |
Code Acknowledgment | A-1 |
·
|
help
you recognize ethical issues and take the appropriate steps to resolve
these issues;
|
·
|
deter
ethical violations;
|
·
|
assist
you in reporting any unethical or illegal conduct;
and
|
·
|
reaffirm
and promote our commitment to a corporate culture that values honesty
and
accountability.
|
·
|
you
cause us to enter into business relationships with you or a member
of your
family, or invest in companies affiliated with you or a member of
your
family;
|
·
|
you
use any nonpublic information about us, our affiliates, our service
providers, our other business partners, United States Oil Fund, LP
(“USOF”), United States 12 Month Oil Fund, LP (“US12OF”), United States
Natural Gas Fund, LP (“USNG”), United States 12 Month Natural Gas Fund, LP
(“US12NG”), United States Heating Oil Fund, LP (“USHO”), and United States
Gasoline Fund, LP (“USG”), and any other fund for which Victoria Bay is
the general partner (each a “Fund” and together, the “Funds”), for your
personal gain, or the gain of a member of your family;
or
|
·
|
you
use or communicate confidential information obtained in the course
of your
work for your or another’s personal
benefit.
|
·
|
take
for yourself personally opportunities, including investment opportunities,
discovered through the use of your position with us, or through the
use of
our property or information;
|
·
|
use
our property, information, or position for your personal gain or
the gain
of a family member; or
|
·
|
compete,
or prepare to compete, with us.
|
·
|
manipulation;
|
·
|
concealment;
|
·
|
abuse
of privileged information;
|
·
|
misrepresentation
of material facts; or
|
·
|
any
other unfair-dealing practice.
|
·
|
Insider
trading.
It is against the law to buy or sell securities
using material information that is not available to the
public. Individuals who give this “inside” information to
others may be liable to the same extent as the individuals who trade
while
in possession of such information. You must not trade the units
of any Fund, or the securities of our affiliates, our service providers,
or any of our other business partners while in the possession of
“inside”
information.
|
·
|
“Whistleblower”
protections.
It is against the law to discharge, demote,
suspend, threaten, harass, or discriminate in any manner against
an
employee who provides information or otherwise assists in investigations
or proceedings relating to violations of federal securities laws
or other
federal laws prohibiting fraud against unitholders. You must
not discriminate in any way against an employee who engages in these
“whistleblower” activities.
|
·
|
Document
Retention.
You must adhere
to
appropriate procedures governing the retention and destruction of
records
consistent with applicable laws, regulations and our
policies. You may not destroy, alter or falsify any document
that may be relevant to a threatened or pending lawsuit or governmental
investigation.
|
·
|
Not
disclose this information to persons outside of Victoria
Bay;
|
·
|
Not
use this information for personal benefit or the benefit of persons
outside of Victoria Bay; and
|
·
|
Not
share this information with other employees except on a legitimate
“need
to know” basis.
|
Employee's Name (Printed) |
Employee's Signature |
Date |
|
|
By:
|
/s/
Nicholas D.
Gerber
|
|
Nicholas
D.
Gerber
|
|
Chief
Executive
Officer
|
|
|
|
By:
|
|
/s/
Howard
Mah
|
|
|
Howard
Mah
|
|
|
Chief
Financial Officer
|
|
|
|
/s/
Nicholas D.
Gerber
|
||
Name:
|
|
Nicholas
D. Gerber
|
Date:
|
|
March
26, 2008
|
|
|
|
/s/
Howard
Mah
|
||
Name:
|
|
Howard
Mah
|
Date:
|
|
March
26, 2008
|