x
|
Annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31,
2008.
|
¨
|
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.)
|
Units
|
NYSE Arca,
Inc.
|
|
(Title of each
class)
|
(Name of exchange
on which registered)
|
Page
|
||
1
|
||
42
|
||
58
|
||
59
|
||
59
|
||
59
|
||
59
|
||
60
|
||
60
|
||
77
|
||
79
|
||
|
||
108
|
||
|
||
108
|
||
|
||
108
|
||
108
|
||
112
|
||
113
|
||
113
|
||
113
|
||
114
|
||
|
||
114
|
||
116
|
|
·
|
A
is the average daily change in US12OF’s NAV for any period of 30
successive valuation days;
i.e
., any trading day
as of which US12OF calculates its NAV,
and
|
|
·
|
B
is the average daily change in the prices of the Benchmark Futures
Contracts over the same period.
|
The
Price of US12OF's Units is Expected to Correlate Closely with US12OF's
NAV
US12OF's units are traded on
the NYSE Arca. The price of the units will fluctuate in response to
US12OF's NAV and the supply and demand pressures of the Exchange.
Because of certain arbitrage opportunities, the General Partner believed
the price of US12OF's units traded on the Exchange will correlate closely
with US12OF's
NAV.
|
Changes
in US12OF's NAV are Expected to Correlate Closely with Changes in the
Price of the Benchmark Futures Contract
The General Partner will
endeavor to invest US12OF's assets as fully as possible in Futures
Contracts and Other Crude Oil-Related Investments so that the changes in
the NAV will closely correlate with the changes in the price of the
Benchmark Futures
Contracts.
|
Futures
Contract
|
Position
Accountability
Levels
and Limits
|
Maximum
Daily
Price
Fluctuation
|
||
NYMEX
Light, Sweet Crude Oil
(physically
settled)
|
Any
one month: 10,000 net futures / 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.
|
NYMEX
Light, Sweet Crude Oil
(financially
settled)
|
Any
one month: 20,000 net futures / all months: 20,000 net futures, but not to
exceed 2,000 contracts in the last three days of trading in the spot
month.
|
There
is no maximum daily price fluctuation limit.
|
||
ICE
West Texas Intermediate (“WTI”) Crude
(financially
settled)
|
Any
one month: 10,000 net futures / all months: 20,000 net futures, but not to
exceed 3,000 contracts in the last three days of trading in the spot
month.
|
There
is no maximum daily price fluctuation.
|
||
ICE
Brent Crude
(physically
settled)
|
There
are no position limits.
|
There
is no maximum daily price fluctuation limit.
|
||
NYMEX
Heating Oil
(physically
settled)
|
Any
one month: 5,000 net futures / 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
(physically
settled)
|
Any
one month: 5,000 net futures / 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
(physically
settled)
|
Any
one month: 6,000 net futures / 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 million British thermal units (“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 $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 US12OF’s and the Related Public
Funds’ combined net assets, (b) 0.0465% for US12OF’s and the Related
Public Funds’ combined net assets greater than $500 million but less than
$1 billion, and (c) 0.035% once US12OF’s and the Related Public Funds’
combined net assets exceed $1 billion.**
|
ALPS
Distributors, Inc., Marketing Agent
|
0.06%
on
US12OF’s
assets up to $3 billion; 0.04% on
US12OF’s
assets in excess of $3
billion.
|
**
|
The
annual minimum amount will not apply if the asset-based charge for all
accounts in the aggregate exceeds $75,000. The General Partner also will
pay transaction charge fees to BBH&Co., ranging from $7.00 to $15.00
per transaction for the funds.
|
Service
Provider
|
Compensation
Paid by US12OF
|
UBS
Securities LLC, Futures Commission Merchant
|
Approximately
$3.50 per buy or sell; charges may vary
|
Non-Affiliated
Brokers
|
Approximately
0.03% of assets
|
Assets
|
Licensing
Fee
|
First
$1,000,000,000
|
0.04%
of NAV
|
After
the first $1,000,000,000
|
0.02%
of NAV
|
*
|
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. US12OF is
responsible for its pro rata share of the assets held by US12OF and the
Related Public Funds as well as other funds managed by the General
Partner, including USSO and US12NG, when and if such funds commence
operations.
|
Expenses
:
|
Amount in Dollar Terms
|
|||
Amount
Paid to General Partner:
|
$ | 57,977 | ||
Amount
Paid in Portfolio Brokerage Commissions:
|
$ | 3,217 | ||
Other
Amounts Paid:
|
$ | 119,032 | ||
Total
Expenses Paid:
|
$ | 180,226 | ||
Expenses
Waived*:
|
$ | (97,019 | ) | |
Net
Expenses Paid or Accrued*:
|
$ | 83,207 |
*
|
The
General Partner, though under no obligation to do so, agreed to pay
certain expenses, to the extent that such expenses exceeded 0.15% (15
basis points) of US12OF’s NAV, on an annualized basis, through December
31, 2008. The General Partner has no obligation to continue such
payment into subsequent years.
|
Expenses in US12OF
Offering:
|
Amount
As a Percentage
of Average Daily Net
Assets
|
Amount
Paid to General Partner:
|
0.60%
annualized
|
Amount
Paid in Portfolio Brokerage Commissions:
|
0.03%
annualized
|
Other
Amounts Paid:
|
1.23%
annualized
|
Total
Expenses Paid:
|
1.86%
annualized
|
Expenses
Waived:
|
(1.00)%
annualized
|
Net
Expenses Paid:
|
0.86%
annualized
|
|
·
|
be
an assignee until admitted as a substituted limited partner upon the
consent and sole discretion of the General Partner and the recording of
the assignment on the books and records of the
partnership;
|
|
·
|
automatically
request admission as a substituted limited
partner;
|
|
·
|
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:
|
$23,232,434
|
Organizational
and Offering Expenses**:
|
|
SEC registration
fee:
|
$16,885
|
FINRA registration
fee:
|
$75,500
|
Listing fee:
|
$5,000
|
Auditor’s fees and
expenses:
|
$35,700
|
Legal fees and
expenses:
|
$213,235
|
Printing
expenses:
|
$23,755
|
Length
of 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.
|
**
|
These
expenses were paid for by the General
Partner.
|
|
Expenses
|
Amount in Dollar Terms
|
Amount
Paid to General Partner in US12OF Offering:
|
$57,977
|
Amount
Paid in Portfolio Brokerage Commissions in US12OF
Offering:
|
$3,217
|
Other
Amounts Paid in US12OF Offering:
|
$119,032
|
Total
Expenses Paid in US12OF Offering:
|
$180,226
|
Expenses
Waived in US12OF Offering*:
|
($97,019)
|
Net
Expenses Paid or Accrued in US12OF Offering*:
|
$83,207
|
*
|
The
General Partner, though under no obligation to do so, agreed to pay
certain expenses, to the extent that such expenses exceeded 0.15% (15
basis points) of US12OF’s NAV, on an annualized basis, through December
31, 2008. The General Partner has no obligation to continue such
payment into subsequent
years.
|
Expenses in US12OF
Offering:
|
Amount
As a Percentage
of Average Daily Net
Assets
|
Amount
Paid to General Partner in US12OF Offering:
|
0.60%
annualized
|
Amount
Paid in Portfolio Brokerage Commissions in US12OF
Offering:
|
0.03%
annualized
|
Other
Amounts Paid in US12OF Offering:
|
1.23%
annualized
|
Total
Expenses Paid in US12OF Offering:
|
1.86%
annualized
|
Expenses
Waived in US12OF Offering:
|
(1.00)%
annualized
|
Net
Expenses Paid in US12OF Offering:
|
0.86%
annualized
|
US12OF
Performance:
|
|
Name of Commodity
Pool:
|
US12OF
|
Type of Commodity
Pool:
|
Exchange traded
security
|
Inception of
Trading:
|
December 6,
2007
|
Aggregate Subscriptions (from
inception through
December 31, 2008
):
|
$23,231,434
|
Total Net Assets as of
December 31,
2008
:
|
$6,247,578*
|
Initial
NAV
per Unit as of
Inception:
|
$50.00
|
NAV
per Unit as of
December 31, 2008
:
|
$31.24
|
Worst Monthly Percentage
Draw-down:
|
October
2008 (29.59)%
|
Worst Peak-to-Valley
Draw-down:
|
June
2008 –December 2008
(62.83)%
|
Rates of return
|
||||||||
Month
|
2007
|
2008
|
||||||
January
|
– | (2.03) | % | |||||
February
|
– | 10.48 | % | |||||
March
|
– | (0.66) | % | |||||
April
|
– | 11.87 | % | |||||
May
|
– | 15.47 | % | |||||
June
|
– | 11.59 | % | |||||
July
|
– | (11.39) | % | |||||
August
|
– | (6.35) | % | |||||
September
|
– | (13.12) | % | |||||
October
|
– | (29.59) | % | |||||
November
|
– | (16.17) | % | |||||
December
|
8.46 | %* | (12.66) | % | ||||
Annual
Rate of Return
|
8.46 | % | (42.39) | % |
Dollar
Amount Offered in USOF Offering*:
|
$
23,384
,630,000
|
Dollar
Amount Raised in USOF Offering:
|
$18,578,175,328
|
Offering
Expenses**:
|
|
SEC registration
fee:
|
$1,522,485
|
FINRA registration
fee:
|
$528,000
|
Listing fee:
|
$5,000
|
Auditor’s fees and
expenses:
|
$193,350
|
Legal fees and
expenses:
|
$1,506,565
|
Printing
expenses:
|
$292,126
|
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.
|
**
|
Amounts
are for organizational and offering expenses incurred in connection with
the offerings from April 10, 2006 through December 31, 2008. 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 borne the expenses related to the offering of
its units.
|
Expenses
:
|
Amount in Dollar Terms
|
Amount
Paid to General Partner in USOF Offering:
|
$9,141,311
|
Amount
Paid in Portfolio Brokerage Commissions in USOF Offering:
|
$3,271,301
|
Other
Amounts Paid in USOF Offering:
|
$4,002,391
|
Total
Expenses Paid in USOF Offering:
|
$16,415,003
|
Expenses in USOF Offering:
|
Amount
As a Percentage
of Average Daily Net
Assets
|
Amount
Paid to General Partner in USOF Offering:
|
0.48%
annualized
|
Amount
Paid in Portfolio Brokerage Commissions in USOF Offering:
|
0.17%
annualized
|
Other
Amounts Paid in USOF Offering:
|
0.21%
annualized
|
Total
Expenses Paid in USOF Offering:
|
0.86%
annualized
|
USOF
Performance:
|
||
Name of Commodity
Pool:
|
USOF
|
|
Type of Commodity
Pool:
|
Exchange
traded security
|
|
Inception of
Trading:
|
April
10, 2006
|
|
Aggregate Subscriptions (from
inception
through
December 31, 2008
):
|
$18,578,175,328
|
|
Total Net Assets as of
December 31,
2008
:
|
$2,569,623,931
|
|
Initial
NAV
per Unit as of
Inception:
|
$67.39
|
|
NAV
per Unit as of
December 31, 2008
:
|
$34.31
|
|
Worst Monthly Percentage
Draw-down:
|
October
2008 (31.57
|
)%
|
Worst Peak-to-Valley
Draw-down:
|
June
2008 – December 2008 (69.72
|
)%
|
Rates of return
|
||||||||||||
Month
|
2006
|
2007
|
2008
|
|||||||||
January
|
– | (6.55) | % | (4.00) | % | |||||||
February
|
– | 5.63 | % | 11.03 | % | |||||||
March
|
– | 4.61 | % | 0.63 | % | |||||||
April
|
3.47 | %* | (4.26) | % | 12.38 | % | ||||||
May
|
(2.91) | % | (4.91) | % | 12.80 | % | ||||||
June
|
3.16 | % | 9.06 | % | 9.90 | % | ||||||
July
|
(0.50) | % | 10.57 | % | (11.72) | % | ||||||
August
|
(6.97) | % | (4.95) | % | (6.75) | % | ||||||
September
|
(11.72) | % | 12.11 | % | (12.97) | % | ||||||
October
|
(8.45) | % | 16.98 | % | (31.57) | % | ||||||
November
|
4.73 | % | (4.82) | % | (20.65) | % | ||||||
December
|
(5.21) | % | 8.67 | % | (22.16) | % | ||||||
Annual
Rate of Return
|
(23.03) | % | 46.17 | % | (54.75) | % |
Dollar
Amount Offered in USNG Offering*:
|
$7,631,500,000
|
Dollar
Amount Raised in USNG Offering:
|
$4,150,671,803
|
Organizational
and Offering Expenses**:
|
|
SEC registration
fee:
|
$340,557
|
FINRA registration
fee:
|
$226,500
|
Listing fee:
|
$5,000
|
Auditor’s fees and
expenses:
|
$206,850
|
Legal fees and
expenses:
|
$686,695
|
Printing
expenses:
|
$56,130
|
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.
|
**
|
Amounts
are for organizational and offering expenses incurred in connection with
offerings from April 18, 2007 through December 31, 2008. Through April 18,
2007, these expenses were paid for by the General Partner. Following April
18, 2007, USNG has borne the expenses related to the offering of its
units.
|
Expense
|
Amount in Dollar Terms
|
Amount
Paid to General Partner in USNG Offering:
|
$5,613,585
|
Amount
Paid in Portfolio Brokerage Commissions in USNG Offering:
|
$1,218,485
|
Other
Amounts Paid in USNG Offering:
|
$2,242,063
|
Total
Expenses Paid in USNG Offering:
|
$9,074,133
|
Expenses in USNG Offering:
|
Amount
As a Percentage
of Average Daily Net
Assets
|
Amount
Paid to General Partner in USNG Offering:
|
0.60%
annualized
|
Amount
Paid in Portfolio Brokerage Commissions in USNG Offering:
|
0.13%
annualized
|
Other
Amounts Paid in USNG Offering:
|
0.24%
annualized
|
Total
Expenses Paid in USNG Offering:
|
0.97%
annualized
|
USNG
Performance:
|
|
Name of Commodity
Pool:
|
USNG
|
Type of Commodity
Pool:
|
Exchange
traded security
|
Inception of
Trading:
|
April
18, 2007
|
Aggregate Subscriptions (from
inception through
Decembe
r
31, 2008
):
|
$4,150,671,803
|
Total Net Assets as of
December 31,
2008
:
|
$695,714,510
|
Initial
NAV
per Unit as of
Inception:
|
$50.00
|
NAV
per Unit as of
December 31, 2008
:
|
$23.27
|
Worst Monthly Percentage
Draw-down:
|
July
2008 (32.13)%
|
Worst Peak-to-Valley
Draw-down:
|
June
2008 – December 2008
(62.86)%
|
Rates of return
|
||||||||
Month
|
2007
|
2008
|
||||||
January
|
– | 8.87 | % | |||||
February
|
– | 15.87 | % | |||||
March
|
– | 6.90 | % | |||||
April
|
4.30 | %* | 6.42 | % | ||||
May
|
(0.84) | % | 6.53 | % | ||||
June
|
(15.90) | % | 13.29 | % | ||||
July
|
(9.68) | % | (32.13) | % | ||||
August
|
(13.37) | % | (13.92) | % | ||||
September
|
12.28 | % | (9.67) | % | ||||
October
|
12.09 | % | (12.34) | % | ||||
November
|
(16.16) | % | (6.31) | % | ||||
December
|
0.75 | % | (14.32) | % | ||||
Annual
Rate of Return
|
(27.64) | % | (35.68) | % |
Dollar
Amount Offered in UGA Offering*:
|
$1,500,000,000
|
Dollar
Amount Raised in UGA Offering:
|
$46,115,901
|
Organizational
and Offering Expenses**:
|
|
SEC registration
fee:
|
$58,520
|
FINRA registration
fee:
|
$75,500
|
Listing fee:
|
$5,000
|
Auditor’s fees and
expenses:
|
$2,500
|
Legal fees and
expenses:
|
$117,891
|
Printing
expenses:
|
$31,867
|
Length
of UGA 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.
|
**
|
These
expenses were paid for by the General
Partner.
|
Expense
|
Amount in Dollar Terms
|
Amount
Paid to General Partner in UGA Offering:
|
$97,932
|
Amount
Paid in Portfolio Brokerage Commissions in UGA Offering:
|
$16,173
|
Other
Amounts Paid in UGA Offering:
|
$158,773
|
Total
Expenses Paid in UGA Offering:
|
$272,878
|
Expenses
Waived in UGA Offering*:
|
$(126,348)
|
Net
Expenses Paid or Accrued*:
|
$146,530
|
*
|
The
General Partner, though under no obligation to do so, agreed to pay
certain expenses, to the extent that such expenses exceeded 0.15% (15
basis points) of UGA’s NAV, on an annualized basis, through December 31,
2008. The General Partner has no obligation to continue such payment
into subsequent years.
|
Expenses in UGA Offering:
|
Amount
As a Percentage
of Average Daily Net
Assets
|
Amount
Paid to General Partner in UGA Offering:
|
0.60%
annualized
|
Amount
Paid in Portfolio Brokerage Commissions in UGA Offering:
|
0.10%
annualized
|
Other
Amounts Paid in UGA Offering:
|
0.97%
annualized
|
Total
Expenses Paid in UGA Offering:
|
1.67%
annualized
|
Expenses
Waived in UGA Offering:
|
(0.77)%
annualized
|
Net
Expenses Paid or Accrued in UGA Offering:
|
0.90%
annualized
|
UGA
Performance:
|
|
Name of Commodity
Pool:
|
UGA
|
Type of Commodity
Pool:
|
Exchange traded
security
|
Inception of
Trading:
|
February 26,
2008
|
Aggregate Subscriptions (from
inception through
December 31, 2008
):
|
$46,114,901
|
Total Net Assets as of
December 31,
2008
:
|
$20,209,419
|
Initial
NAV
per Unit as of
Inception:
|
$50.00
|
NAV
per Unit as of
December 31, 2008
:
|
$20.21
|
Worst Monthly Percentage
Draw-down:
|
October
2008 (38.48%)
|
Worst Peak-to-Valley
Draw-down:
|
June
2008 – December 2008
(69.02%)
|
Rates of return
|
||||
Month
|
2008
|
|||
January
|
– | |||
February
|
(0.56) | %* | ||
March
|
(2.39) | % | ||
April
|
10.94 | % | ||
May
|
15.60 | % | ||
June
|
4.80 | % | ||
July
|
(12.79) | % | ||
August
|
(3.88) | % | ||
September
|
(9.36) | % | ||
October
|
(38.48) | % | ||
November
|
(21.35) | % | ||
December
|
(15.72) | % | ||
Annual
Rate of Return
|
(59.58) | % |
Dollar
Amount Offered in USHO Offering*:
|
$500,000
|
Dollar
Amount Raised in USHO Offering:
|
$17,556,271
|
Organizational
and Offering Expenses**:
|
|
SEC registration
fee:
|
$19,220
|
FINRA registration
fee:
|
$50,500
|
Listing fee:
|
$5,000
|
Auditor’s fees and
expenses:
|
$2,500
|
Legal fees and
expenses:
|
$126,859
|
Printing
expenses:
|
$21,255
|
Length
of USHO 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.
|
**
|
These
expenses were paid for by the General
Partner.
|
Expenses
:
|
Amount in Dollar Terms
|
Amount
Paid to General Partner in USHO Offering:
|
$52,791
|
Amount
Paid in Portfolio Brokerage Commissions in USHO Offering:
|
$7,700
|
Other
Amounts Paid in USHO Offering:
|
$104,989
|
Total
Expenses Paid in USHO Offering:
|
$165,480
|
Expenses
Waived in USHO Offering*:
|
$(87,698)
|
Net
Expenses Paid or Accrued in USHO Offering*:
|
$77,782
|
*
|
The
General Partner, though under no obligation to do so, agreed to pay
certain expenses, to the extent that such expenses exceeded 0.15% (15
basis points) of USHO’s NAV, on an annualized basis, through December 31,
2008. The General Partner has no obligation to continue such payment
into subsequent years.
|
Expenses in USHO Offering:
|
Amount
As a Percentage
of Average Daily Net
Assets
|
Amount
Paid to General Partner in USHO Offering:
|
0.60%
annualized
|
Amount
Paid in Portfolio Brokerage Commissions in USHO Offering:
|
0.09%
annualized
|
Other
Amounts Paid in USHO Offering:
|
1.19%
annualized
|
Total
Expenses Paid in USHO Offering:
|
1.88%
annualized
|
Expenses
Waived in USHO Offering:
|
(1.00)%
annualized
|
Net
Expenses Paid in USHO Offering:
|
0.88%
annualized
|
USHO
Performance:
|
|
Name of Commodity
Pool:
|
USHO
|
Type of Commodity
Pool:
|
Exchange traded
security
|
Inception of
Trading:
|
April 8,
2008
|
Aggregate Subscriptions (from
inception through
December 31, 2008
):
|
$17,556,271
|
Total Net Assets as of
December 31,
2008
:
|
$4,387,898
|
Initial
NAV
per Unit as of
Inception:
|
$50.00
|
NAV
per Unit as of
December 31, 2008
:
|
$21.94
|
Worst Monthly Percentage
Draw-down:
|
October
2008 (28.63)%
|
Worst Peak-to-Valley
Draw-down:
|
June
2008 – December 2008
(65.25)%
|
Rates of return
|
||||
Month
|
2008
|
|||
January
|
– | |||
February
|
– | |||
March
|
– | |||
April
|
2.84 | %* | ||
May
|
15.93 | % | ||
June
|
5.91 | % | ||
July
|
(12.18) | % | ||
August
|
(8.41) | % | ||
September
|
(9.77) | % | ||
October
|
(28.63) | % | ||
November
|
(18.38) | % | ||
December
|
(17.80) | % | ||
Annual
Rate of Return
|
(56.12) | % |
|
·
|
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 increases
(
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 spot price of light,
sweet crude oil 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.
|
|
·
|
Short-term
supply and demand for light, sweet crude oil may cause 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. In
addition, there are also technical differences between the two markets,
e.g.
, one is a physical market
while the other is a futures market traded on exchanges, that may cause
variations between the spot price of crude oil and the prices of related
futures contracts.
|
|
·
|
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 average of
the prices 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 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 spot price of light, sweet crude oil and the average of the
prices of the Benchmark Futures
Contracts.
|
|
·
|
In
addition, because US12OF incurs certain expenses in connection with its
investment activities, and holds 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
is generally not 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 average of
the prices 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 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 Crude Oil-Related
Investments 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
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 light, sweet crude oil that reflects the prices of the Benchmark
Futures Contracts is $46.00, then US12OF could only invest in Futures
Contracts with an aggregate value of $3,956,600). US12OF would be required
to invest a percentage of the proceeds in cash, Treasuries or other liquid
securities to be deposited as margin with the futures commission merchant
through which the contracts were purchased. The remainder of the purchase
price for the Creation Basket would remain invested in cash and/or cash
equivalents and Treasuries or other liquid securities 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.
|
High
|
Low
|
|||||||
Fiscal year 2008
|
||||||||
First
quarter
|
$ | 63.03 | $ | 50.19 | ||||
Second
quarter
|
$ | 85.76 | $ | 57.30 | ||||
Third
quarter
|
$ | 89.24 | $ | 55.08 | ||||
Fourth
quarter
|
$ | 60.16 | $ | 27.09 |
High
|
Low
|
|||||||
Fiscal year 2007
|
||||||||
First
quarter
|
$ | − | $ | − | ||||
Second
quarter
|
$ | − | $ | − | ||||
Third
quarter
|
$ | − | $ | − | ||||
Fourth
quarter
|
$ | 54.84 | $ | 49.78 |
Year ended
December 31, 2008
|
For the period from
December 6, 2007
to
December 31, 2007
|
|||||||
Total
assets
|
$ | 6,350 | $ | 21,704 | ||||
Net
realized and unrealized gain (loss) on futures transactions, inclusive of
commissions
|
$ | (2,393 | ) | $ | 1,524 | |||
Net
income (loss)
|
$ | (2,305 | ) | $ | 1,564 | |||
Weighted-average
limited partnership units
|
142,077 | 392,593 | ||||||
Net
income (loss) per unit
|
$ | (22.99 | ) | $ | 4.23 | |||
Net
income (loss) per weighted average unit
|
$ | (16.23 | ) | $ | 3.98 | |||
Cash
and cash equivalents at end of year/period
|
$ | 4,012 | $ | 18,174 |
10 Year Correlation
Matrix 1998-2008
|
Large Cap U.S.
Equities
(S&P 500)
|
U.S. Govt.
Bonds (EFFAS
U.S.
Government
Bond Index) |
Global Equities
(FTSE World
Index)
|
Unleaded
Gasoline
|
Natural Gas
|
Heating Oil
|
Crude Oil
|
|||||||||||||||||||||
Large
Cap U.S. Equities (S&P 500)
|
1 | -0.223 | 0.936 | 0.266 | 0.045 | 0.003 | 0.063 | |||||||||||||||||||||
U.S.
Govt. Bonds (EFFAS U.S. Government Bond Index)
|
1 | -0.214 | -0.134 | 0.054 | 0.037 | -0.29 | ||||||||||||||||||||||
Global
Equities (FTSE World Index)
|
1 | 0.384 | 0.072 | 0.084 | 0.155 | |||||||||||||||||||||||
Unleaded
Gasoline
|
1 | 0.254 | 0.787 | 0.747 | ||||||||||||||||||||||||
Natural
Gas
|
1 | 0.394 | 0.292 | |||||||||||||||||||||||||
Heating
Oil
|
1 | 0.738 | ||||||||||||||||||||||||||
Crude
Oil
|
1 |
Correlation Matrix 2008
|
Large Cap U.S.
Equities
(S&P 500)
|
U.S. Govt.
Bonds (EFFAS
U.S.
Government
Bond Index)
|
Global Equities
(FTSE World
Index)
|
Unleaded
Gasoline
|
Natural Gas
|
Heating Oil
|
Crude Oil
|
|||||||||||||||||||||
Large
Cap U.S. Equities (S&P 500)
|
1 | -0.515 | 0.839 | 0.337 | 0.083 | 0.264 | 0.248 | |||||||||||||||||||||
U.S.
Govt. Bonds (EFFAS U.S. Government Bond Index)
|
1 | -0.406 | -0.233 | -0.053 | -0.159 | -0.224 | ||||||||||||||||||||||
Global
Equities (FTSE World Index)
|
1 | 0.486 | 0.202 | 0.429 | 0.403 | |||||||||||||||||||||||
Unleaded
Gasoline
|
1 | 0.407 | 0.853 | 0.786 | ||||||||||||||||||||||||
Natural
Gas
|
1 | 0.476 | 0.408 | |||||||||||||||||||||||||
Heating
Oil
|
1 | 0.812 | ||||||||||||||||||||||||||
Crude
Oil
|
1 |
Documents
|
Page
|
|||
Management’s
Annual Report on Internal Control over Financial
Reporting.
|
80
|
|||
Report
of Independent Registered Public Accounting Firm.
|
81
|
|||
Statements
of Financial Condition of US12OF at December 31, 2008 and
2007.
|
82
|
|||
Schedule
of Investments of US12OF at December 31, 2008 and 2007.
|
83
|
|||
Statements
of Operations of US12OF for the year ended December 31, 2008 and the
period from June 27, 2007 (inception) to December 31,
2007.
|
85
|
|||
Statements
of Changes in Partners’ Capital of US12OF for the year ended December 31,
2008 and the period from June 27, 2007 (inception) to December 31,
2007.
|
86
|
|||
Statements
of Cash Flows of US12OF for the year ended December 31, 2008 and the
period from June 27, 2007 (inception) to December
31, 2007.
|
87
|
|||
Notes
to Financial Statements for the year ended December 31, 2008 and the
period ended December 31, 2007.
|
88
|
United
States 12 Month Oil Fund, LP
|
||||||
Schedule
of Investments
|
||||||
At
December 31, 2007
|
||||||
Open
Futures Contracts
|
||||||
Gain
on
|
||||||
Number
of
|
Open
Commodity
|
%
of Partners’
|
||||
Contracts
|
Contracts
|
Capital
|
||||
United
States Contracts
|
||||||
Crude
Oil Futures contracts, expire February 2008
|
19
|
$
|
151,860
|
0.70
|
||
Crude
Oil Futures contracts, expire March 2008
|
20
|
161,850
|
0.74
|
|||
Crude
Oil Futures contracts, expire April 2008
|
19
|
148,020
|
0.68
|
|||
Crude
Oil Futures contracts, expire May 2008
|
20
|
149,550
|
0.69
|
|||
Crude
Oil Futures contracts, expire June 2008
|
19
|
134,150
|
0.62
|
|||
Crude
Oil Futures contracts, expire July 2008
|
19
|
129,490
|
0.60
|
|||
Crude
Oil Futures contracts, expire August 2008
|
19
|
121,220
|
0.56
|
|||
Crude
Oil Futures contracts, expire September 2008
|
20
|
121,400
|
0.56
|
|||
Crude
Oil Futures contracts, expire October 2008
|
19
|
108,700
|
0.50
|
|||
Crude
Oil Futures contracts, expire November 2008
|
20
|
108,700
|
0.50
|
|||
Crude
Oil Futures contracts, expire December 2008
|
19
|
96,840
|
0.45
|
|||
Crude
Oil Futures contracts, expire January 2009
|
19
|
93,590
|
0.43
|
|||
232
|
|
1,525,370
|
7.03
|
|||
Market
Value
|
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.
|
For the year ended
December 31, 2008
|
For the period from
December 6, 2007
(commencement of
operations) to
December 31, 2007
|
|||||||
Per Unit Operating
Performance:
|
||||||||
Net
asset value, beginning of period
|
$ | 54.23 | $ | 50.00 | ||||
Total income
(loss)
|
(21.81 | ) | 4.26 | |||||
Net
expenses
|
(1.18 | ) | (0.03 | ) | ||||
Net
increase (decrease) in net asset value
|
(22.99 | ) | 4.23 | |||||
Net
asset value, end of period
|
$ | 31.24 | $ | 54.23 | ||||
Total
Return
|
(42.39 | )% | 8.46 | % | ||||
Ratios
to Average Net Assets
|
||||||||
Total income
(loss)
|
(27.27 | )% | 107.67 | % | ||||
Management
fees
|
0.60 | % | 0.60 | %* | ||||
Total
expenses excluding management fees
|
1.44 | % | 0.30 | %* | ||||
Expenses
waived
|
1.18 | % | - | %* | ||||
Net
expenses excluding management fees
|
0.26 | % | 0.30 | %* | ||||
Net income
(loss)
|
(28.12 | )% | 106.77 | % | ||||
* Annualized |
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
2008
|
2008
|
2008
|
2008
|
|||||||||||||
Total
Income (Loss)
|
$ | 241,297 | $ | 2,762,450 | $ | (2,330,673 | ) | $ | (2,908,418 | ) | ||||||
Total
Expenses
|
35,973 | 98,087 | 59,678 | (26,673 | ) | |||||||||||
Expense
Waivers
|
- | (87,624 | ) | (45,330 | ) | 35,935 | ||||||||||
Net
Expenses
|
35,973 | 10,463 | 14,348 | 9,262 | ||||||||||||
Net
Income (Loss)
|
$ | 205,324 | $ | 2,751,987 | $ | (2,345,021 | ) | $ | (2,917,680 | ) | ||||||
Net
Income (Loss) per Unit
|
$ | 4.08 | $ | 25.74 | $ | (23.45 | ) | $ | (29.36 | ) |
Fourth
Quarter
|
||||||||||||||||
2007
|
||||||||||||||||
Total
Income
|
$ | 1,577,324 | ||||||||||||||
Total
Expenses
|
13,161 | |||||||||||||||
Net
Income
|
$ | 1,564,163 | ||||||||||||||
Net
Income per Unit
|
$ | 4.23 |
At December
31, 2008
|
Total
|
Level I
|
Level II
|
Level III
|
||||||||||||
Investments
|
$ | 2,357,439 | $ | 2,357,439 | $ | - | $ | - | ||||||||
Derivative
assets
|
(2,754,630 | ) | (2,754,630 | ) | - | - |
Documents
|
Page
|
|||
Report
of Independent Registered Public Accounting Firm.
|
96
|
|||
Consolidated
Statements of Financial Condition.
|
97
|
|||
Consolidated
Statements of Operations and Other Comprehensive Income.
|
98
|
|||
Consolidated
Statements of Changes in Member’s Equity (Deficit).
|
99
|
|||
Consolidated
Statements of Cash Flows.
|
100
|
|||
Notes to Consolidated Financial
Statements
.
|
101
|
ASSETS
|
2008
|
2007
|
||||||
Cash
|
$ | 125,815 | $ | 53,910 | ||||
Management
fees receivable
|
893,111 | 500,128 | ||||||
Investments
(Note 2)
|
34,579 | 123,398 | ||||||
Deferred
offering costs (Note 3)
|
352,794 | 187,056 | ||||||
Other
assets
|
1,960 | 2,940 | ||||||
Total
assets
|
$ | 1,408,259 | $ | 867,432 | ||||
LIABILITIES AND
MEMBER'S EQUITY (DEFICIT)
|
||||||||
LIABILITIES:
|
||||||||
Accounts
payable
|
$ | 624,688 | $ | 1,035,444 | ||||
Expense
waiver payable (Note 3)
|
311,038 | - | ||||||
Minority
interest: Limited Partner in United States
|
||||||||
Heating
Oil Fund, LP
|
- | 980 | ||||||
Minority
interest: Limited Partner in United States
|
||||||||
Gasoline
Fund, LP
|
- | 980 | ||||||
Minority
interest: Limited Partner in United States
|
||||||||
12
Month Natural Gas Fund, LP
|
980 | 980 | ||||||
Minority
interest: Limited Partner in United States
|
||||||||
Short
Oil Fund, LP
|
980 | - | ||||||
Total
liabilities
|
937,686 | 1,038,384 | ||||||
COMMITMENTS AND CONTINGENCIES
(Note
6)
|
||||||||
MEMBER'S EQUITY (DEFICIT)
(Note
5)
|
470,573 | (170,952 | ) | |||||
Total
liabilities and member's equity
|
$ | 1,408,259 | $ | 867,432 |
2008
|
2007
|
|||||||
REVENUE:
|
||||||||
Management
fees
|
$ | 8,631,883 | $ | 4,871,265 | ||||
EXPENSES:
|
||||||||
Distribution
fees
|
1,026,625 | 650,829 | ||||||
Administration
fees
|
665,696 | 434,905 | ||||||
Transfer
agent fees
|
208,274 | 134,758 | ||||||
Custodial
fees
|
118,453 | 80,184 | ||||||
Professional
fees
|
1,159,643 | 1,337,170 | ||||||
Salaries,
wages and benefits
|
1,389,888 | 690,488 | ||||||
Expense
waiver expense
|
311,038 | - | ||||||
Advertising
and promotion
|
79,202 | 49,370 | ||||||
General
and administrative
|
519,379 | 356,460 | ||||||
Total
expenses
|
5,478,198 | 3,734,164 | ||||||
OTHER
INCOME:
|
||||||||
Dividend
income
|
14 | 425 | ||||||
Realized
gains on investments
|
- | 85,415 | ||||||
Total other
income
|
14 | 85,840 | ||||||
NET
INCOME
|
3,153,699 | 1,222,941 | ||||||
OTHER
COMPREHENSIVE INCOME:
|
||||||||
Unrealized
loss on investments (Note 2)
|
(88,820 | ) | (433,189 | ) | ||||
COMPREHENSIVE
INCOME
|
$ | 3,064,879 | $ | 789,752 |
BALANCE,
December 31, 2006
|
$ | (395,845 | ) | |
Contributions
(Note 3)
|
1,280,906 | |||
Distributions
|
(343,769 | ) | ||
Other
comprehensive income (Note 5)
|
(433,189 | ) | ||
Offering
costs (Note 2)
|
(1,501,996 | ) | ||
Net
income
|
1,222,941 | |||
BALANCE, December
31,
2007
|
(170,952 | ) | ||
Other
comprehensive income (Note 5)
|
(88,820 | ) | ||
Offering
costs (Note 2)
|
(553,756 | ) | ||
Distributions
|
(1,869,598 | ) | ||
Net
income
|
3,153,699 | |||
BALANCE, December
31,
2008
|
$ | 470,573 |
At December 31,
2008
:
|
Total
|
Level
I
|
Level
II
|
Level
III
|
||||||||||||
Investments
|
$ | 34,579 | $ | 34,579 | $ | - | $ | - | ||||||||
At December 31,
2007
:
|
Total
|
Level
I
|
Level
II
|
Level
III
|
||||||||||||
Investments
|
$ | 123,398 | $ | 123,398 | $ | - | $ | - |
Balance,
December 31, 2006
|
$ | - | ||
Unrealized
holding losses on investments
|
(443,189 | ) | ||
Balance,
December 31, 2007
|
(443,189 | ) | ||
Unrealized
holding losses on investments
|
(88,820 | ) | ||
Balance,
December 31, 2008
|
$ | (532,009 | ) |
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
|
$
|
52,000
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
35,000
|
$
|
87,000
|
|||||||||||
Gordon
L. Ellis
|
$
|
52,000
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
35,000
|
$
|
87,000
|
|||||||||||
Malcolm
R. Fobes III
|
$
|
73,000
|
NA
|
NA
|
NA
|
$
|
0
|
$
|
35,000
|
$
|
108,000
|
Name of Beneficial Owner
|
Number
of Units
Beneficially Owned
|
Percent
of
All Units
|
International
Value Advisers, LLC
(1)
|
1,514,877
(2)
|
30.9%
(3)
|
|
1.
|
See
Index to Financial Statements on page 79.
|
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 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
***
|
Amendment to the License
Agreemen
t.
|
|
10.4
*
|
Form
of Custodian Agreement.
|
|
10.5
****
|
||
10.6
**
|
Form
of Administrative Agency Agreement.
|
|
10.7
****
|
||
14.1
****
|
*
|
Incorporated
by reference to Registrant’s Registration Statement on Form S-1 (File No.
333-144348) filed on July 5, 2007.
|
**
|
Incorporated
by reference to Registrant’s Pre-Effective Amendment No. 2 to the
Registration Statement on Form S-1 (File No. 333-144348) filed on November
16, 2007.
|
***
|
Incorporated
by reference to Registrant’s Annual Report for the Year ended December 31,
2007, filed on March 25, 2008.
|
****
|
Filed
herewith.
|
Signature
|
Title
(Capacity)
|
Date
|
||
/s/ Nicholas D. Gerber |
Management
Director
|
March
31, 2009
|
||
Nicholas
D. Gerber
|
||||
/s/ Howard Mah |
Management
Director
|
March
31, 2009
|
||
Howard
Mah
|
||||
/s/ Andrew Ngim |
Management
Director
|
March
31, 2009
|
||
Andrew
Ngim
|
||||
/s/ Robert Nguyen |
Management
Director
|
March
31, 2009
|
||
Robert
Nguyen
|
||||
/s/ Peter M. Robinson |
Independent
Director
|
March
31, 2009
|
||
Peter
M. Robinson
|
||||
/s/ Gordon L. Ellis |
Independent
Director
|
March
31, 2009
|
||
Gordon
L. Ellis
|
||||
/s/ Malcolm R. Fobes III |
Independent
Director
|
March
31, 2009
|
||
Malcolm
R. Fobes III
|
BROWN
BROTHERS HARRIMAN & CO.
|
UNITED
STATES COMMODITY FUNDS LLC
|
|
By:
/s/ James R.
Kent
|
By:
/s/ Howard
Mah
|
|
Name: James
R. Kent
|
Name:
Howard Mah
|
|
Title:
Managing
Director
|
Title:
Management
Director
|
|
Date:
October
29, 2008
|
Date:
October
31, 2008
|
UNITED
STATES 12 MONTH OIL FUND, LP
|
||
By:
United States Commodity Funds LLC, as General Partner
|
||
By:
/s/ Howard
Mah
|
||
Name:
Howard Mah
|
||
Title:
Management
Director
|
||
Date:
October
31, 2008
|
BROWN
BROTHERS HARRIMAN & CO.
|
UNITED
STATES COMMODITY FUNDS LLC
|
||
By: |
/s/ James R.
Kent
|
By:
/s/ Howard
Mah
|
|
Name: |
James
R. Kent
|
Name:
Howard Mah
|
|
Title: |
Managing
Director
|
Title:
Management
Director
|
|
Date: |
October
29, 2008
|
Date:
October
31, 2008
|
|
UNITED
STATES 12 MONTH OIL FUND, LP
|
||
By: United States Commodity Funds LLC, as General Partner | ||
By: /s/ Howard Mah | ||
Name: Howard Mah | ||
Title: Management Director | ||
Date:
October
31,
2008
|
Page
|
|
|
|
Introduction
|
1
|
Purpose
of 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
|
Application/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”), United States
Gasoline Fund, LP (“USG”), and United States Short Oil Fund, LP (“USSO”)
and any other fund for which the Company 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 the
Company;
|
|
·
|
Not
use this information for personal benefit or the benefit of persons
outside of the Company; and
|
|
·
|
Not
share this information with other employees except on a legitimate “need
to know” basis.
|
E-MAIL
:
|
howard@unitedstatesoilfund.com
|
ADDRESS:
|
Chief
Compliance Officer
|
1320
Harbor Bay Parkway Suite 145
|
|
Alameda
CA 94502
|
E-MAIL
:
|
uscf.director@gmail.com
|
ADDRESS:
|
Audit
Committee of the Board of Directors
|
Malcolm
R. Fobes III, Chairman of the Audit Committee
|
|
475
Milan Drive #103
|
|
San
Jose CA 95134-2453
|
Employee’s
Name (Printed)
|
||
Employee’s
Signature
|
||
Date
|
Date: March
31, 2009
|
By:
|
/s/ Nicholas D. Gerber
|
Name:
Title:
|
Nicholas
D. Gerber
President
and Chief Executive Officer
United
States Commodity Funds LLC,
General
Partner of United States 12 Month Oil Fund,
LP
|
Date: March
31, 2009
|
By:
|
/s/ Howard Mah
|
Name:
Title:
|
Howard
Mah
Chief
Financial Officer
United
States Commodity Funds LLC,
General
Partner of United States 12 Month Oil Fund,
LP
|
Date: March
31, 2009
|
By:
|
/s/
Nicholas D. Gerber
|
Name:
Title:
|
Nicholas
D. Gerber
President
and Chief Executive Officer
United
States Commodity Funds LLC,
General
Partner of United States 12 Month Oil Fund,
LP
|
Date: March
31, 2009
|
By:
|
/s/ Howard Mah
|
Name:
Title:
|
Howard
Mah
Chief
Financial Officer
United
States Commodity Funds LLC,
General
Partner of United States 12 Month Oil Fund,
LP
|