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Description of United States 12 Month Oil Fund, LP and the General Risks of the Offering
An investment in the units issued by United States 12 Month Oil Fund, LP (“USL”) involves risks. These risks can significantly impact the market value of the units. Some of the risks you may face are summarized below. A more extensive discussion of these risks appears in the prospectus accompanying this brochure.
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 or other unitholders. You should not invest in USL if you will need cash distributions from USL to pay taxes on your share of income and gains of USL, if any, or for any other reason.
There is a risk that the price of USL’s units on the NYSE Arca will not closely track changes in either the spot price of WTI light, sweet crude oil or the futures contracts that are based on WTI light, sweet crude oil. If these correlations do not exist, then investors is not able to use USL as a cost-effective way to invest indirectly in oil or as a hedge against the risk of loss in oil-related transactions.
USL seeks to have changes in its NAV track changes in the spot price of WTI light, sweet crude oil as represented by the changes in the average price of the near month contract to expire and the next eleven contract months, rather than profit from speculative trading. The General Partner will therefore endeavor to manage USL’s positions in oil interests so that USL’s assets are, unlike other commodities pools, not leveraged (i.e., so that the aggregate value of USL’s unrealized losses from its investments in such oil interests at any time will not exceed the value of USL’s assets). If the General Partner permits USL to become leveraged, you could lose all or substantially all of your investment if USL’s trading positions suddenly turn unprofitable.
Investors may choose to use USL as a means of investing indirectly in oil and there are risks involved in such investments. Among other things, the crude oil industry experiences numerous operating risks. These operating risks include the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards. Environmental hazards include oil spills, natural gas leaks, ruptures and discharges of toxic gases. Crude oil operations also are subject to various U.S. federal, state and local regulations that materially affect operations.
Investors, including those who participate in the oil industry, may choose to use USL as a vehicle to hedge against the risk of loss and there are risks involved in hedging activities. While hedging can provide protection against an adverse movement in market prices, it can also preclude a hedger’s opportunity to benefit from a favorable market movement.
USL will invest primarily in Oil Futures Contracts, and particularly in Oil Futures Contracts traded on the New York Mercantile Exchange (the “Exchange”).
Goldman, Sachs & Co. (“Goldman Sachs) sent the United States Oil Fund, LP (“USO”), a similarly constructed public commodity pool operated by the General Partner of USL, a letter on March 17 providing USO notice under 35 U.S.C. Section 154(d) of two pending United States patent applications, Publication Nos. 2004/0225593A1 and 2006/0036533A1. Both patent applications are generally directed to a method and system for creating and administering a publicly traded interest in a commodity pool. If patents were to be issued to Goldman Sachs based upon these patent applications as currently drafted, and USL continued to operate as currently contemplated after the patents were issued, claims against USL and the General Partner for infringement of the patents may be made by Goldman Sachs. At this time, due in part to the requirements of 35 U.S.C. § 154(d) and the fact that the Goldman Sachs patent applications are pending and have not been issued as U.S. Patents, USL is unable to determine what the outcome from this matter will be. USL expects to invest primarily in Oil Futures Contracts that are traded in the United States. However, a portion of USL’s trades may take place in markets and on exchanges outside the United States. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts.
USL may also invest in Other Oil Interests, many of which are negotiated contracts that are not as liquid as Oil Futures Contracts and expose USL to credit risk that its counterparty is not able to satisfy its obligations to USL.
USL will pay fees and expenses that are incurred regardless of whether it is profitable.
You will have no rights to participate in the management of USL and will have to rely on the duties and judgment of the General Partner to manage USL.
The structure and operation of USL may involve conflicts of interest. For example, a conflict may arise because the General Partner and its principal and affiliates may trade for themselves. In addition, the General Partner has sole current authority to manage the investments and operations, which may create a conflict with the unitholders’ best interests. The General Partner may also have a conflict to the extent that its trading decisions may be influenced by the effect they would have on other commodity pools that it manages.
USL is not a registered investment company so you do not have the protections of the Investment Company Act of 1940. Accordingly, you do not have the protections afforded by that statute which, for example, include: (1) controls over activities of an investment company’s investment adviser; (2) an express private right of action for shareholders; (3) restrictions on transactions between the fund and the adviser; (4) restrictions on investments; (5) regulation of adviser services and fees; and (6) capital structure requirements, including restrictions on debt.
For further discussion of these and additional risks associated with an investment in USL units, see the prospectus that has preceded or accompanied this fact sheet.
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