What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-02-25 compared with 2021-02-26 · 76 added, 98 removed, 490 unchanged (26% of the section changed)

Item 8 Financial Statements and Supplementary Data.

Financial Statements and Supplementary Data.

United States 12 Month Oil Fund, LP

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Report of Independent Registered Public Accounting Firm.

( PCAOB ID 349 )

Statements of Financial Condition at December 31, 2021 and 2020.

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of financial condition of United States 12 Month Oil Fund, LP (the “Fund”) as of December 31, 2020 and 2019, including the schedule of investments as of December 31, 2020 and 2019, and the related statements of operations, changes in partners’ capital and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying statements of financial condition of United States 12 Month Oil Fund, LP (the “Fund”), including the schedule of investments, as of December 31, 2021 and 2020, and the related statements of operations, changes in partners’ capital and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

We also have audited the Fund’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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A Fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A Fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the Fund;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Fund are being made only in accordance with authorizations of management and directors of the Fund;

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License fees payable

Registration fees payable

Total Liabilities

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At December 31, 2021

Unrealized Gain

(Loss) on Open

Value/Unrealized

Gain (Loss) on

% of Partners’

Notional Amount

Number of Contracts

Open Commodity Futures Contracts - Long

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Shares/Principal

% of Partners’

Cash Equivalents

United States Money Market Funds

Fidelity Investments Money Market Funds - Government Portfolio, 0.01% #

Government Money Market Fund - Institutional Share Class, 0.02% #

Goldman Sachs Financial Square Government Fund - Institutional Shares, 0.03 % #

Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 0.03 % #

Government Money Market Fund - Institutional Shares, 0.03 % #

Total United States Money Market Funds

† Represents less than 0.005 %.

# Reflects the 7-day yield at December 31, 2021 .

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(Loss) on Open

Open Futures Contracts - Long

Open Commodity Futures Contracts – Long

United States Contracts

NYMEX WTI Crude Oil Futures CL February 2020 contracts, expiring January 2020

NYMEX WTI Crude Oil Futures CL March 2020 contracts, expiring February 2020

NYMEX WTI Crude Oil Futures CL April 2020 contracts, expiring March 2020

NYMEX WTI Crude Oil Futures CL May 2020 contracts, expiring April 2020

NYMEX WTI Crude Oil Futures CL June 2020 contracts, expiring May 2020

NYMEX WTI Crude Oil Futures CL July 2020 contracts, expiring June 2020

NYMEX WTI Crude Oil Futures CL August 2020 contracts, expiring July 2020

NYMEX WTI Crude Oil Futures CL September 2020 contracts, expiring August 2020

NYMEX WTI Crude Oil Futures CL October 2020 contracts, expiring September 2020

NYMEX WTI Crude Oil Futures CL November 2020 contracts, expiring October 2020

NYMEX WTI Crude Oil Futures CL December 2020 contracts, expiring November 2020

NYMEX WTI Crude Oil Futures CL January 2021 contracts, expiring December 2020

NYMEX WTI Crude Oil Futures February 2021 contracts, expiring January 2021

NYMEX WTI Crude Oil Futures March 2021 contracts, expiring February 2021

NYMEX WTI Crude Oil Futures April 2021 contracts, expiring March 2021

NYMEX WTI Crude Oil Futures May 2021 contracts, expiring April 2021

NYMEX WTI Crude Oil Futures June 2021 contracts, expiring May 2021

NYMEX WTI Crude Oil Futures July 2021 contracts, expiring June 2021

NYMEX WTI Crude Oil Futures August 2021 contracts, expiring July 2021

NYMEX WTI Crude Oil Futures September 2021 contracts, expiring August 2021

NYMEX WTI Crude Oil Futures October 2021 contracts, expiring September 2021

NYMEX WTI Crude Oil Futures November 2021 contracts, expiring October 2021

NYMEX WTI Crude Oil Futures December 2021 contracts, expiring November 2021

NYMEX WTI Crude Oil Futures January 2022 contracts, expiring December 2021

Total Open Futures Contracts *

See accompanying notes to financial statements.

United States 12 Month Oil Fund, LP

Schedule of Investments (Continued)

At December 31, 2019

Shares/Principal

Cash Equivalents

United States Treasury Obligations

Treasury Bills:

2.05 %, 1/02/2020

2.03 %, 1/09/2020

2.01 %, 1/16/2020

2.04 %, 1/23/2020

2.02 %, 1/30/2020

1.90 %, 2/06/2020

1.87 %, 2/13/2020

1.85 %, 2/20/2020

1.85 %, 2/27/2020

1.84 %, 3/05/2020

1.84 %, 3/19/2020

1.88 %, 3/26/2020

1.70 %, 4/02/2020

1.64 %, 4/09/2020

1.60 %, 4/16/2020

1.60 %, 4/23/2020

1.59 %, 4/30/2020

1.54 %, 5/07/2020

1.55 %, 5/14/2020

1.55 %, 5/21/2020

1.58 %, 5/28/2020

1.53 %, 6/04/2020

1.53 %, 6/11/2020

1.54 %, 6/18/2020

1.57 %, 6/25/2020

Total Treasury Obligations

United States Money Market Funds

Fidelity Investments Money Market Funds - Government Portfolio, 0.01 % #

Goldman Sachs Financial Square Funds - Government Fund - Class FS

Morgan Stanley Institutional Liquidity Funds - Government Portfolio

Total Money Market Funds

Total Cash Equivalents

Collateral amounted to $ 6,440,093 on open futures contracts .

Government Money Market Fund - Institutional Share Class, 0.02 % #

Total United States Money Market Funds

# Reflects the 7-day yield at December 31, 2020 .

* Collateral amounted to $ 15,259,310 on open commodity futures contracts.

See accompanying notes to financial statements.

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For the years ended December 31, 2021, 2020 and 2019

December 31, 2021

December 31, 2020

December 31, 2019

Gain (loss) on trading of commodity futures contracts:

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Total Income (Loss)

( 4,858,427 )

General Partner management fees (Note 3)

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Net Income (Loss)

( 5,508,027 )

Net Income (Loss) per limited partner share

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Net income (loss)

( 5,508,027 )

Balances at end of year

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For the years ended December 31, 2021, 2020 and 2019

December 31, 2021

December 31, 2020

December 31, 2019

Cash Flows from Operating Activities:

Net income (loss)

( 5,508,027 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

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Increase (decrease) in license fees payable

Increase decrease in registration fees payable

Net cash provided by (used in) operating activities

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Notes to Financial Statements

For the years ended December 31, 2020, 2019 and 2018

For the years ended December 31, 2021, 2020 2019

NOTE 1 — ORGANIZATION AND BUSINESS

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USL will continue in perpetuity, unless terminated sooner upon the occurrence of one or more events as described in its 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 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 specified short-term futures contracts on light, sweet crude oil called the "Benchmark Oil Futures Contracts,"

plus interest earned on USL's collateral holdings, less USL's expenses.

The Benchmark Oil Futures Contracts are the futures contracts on light, sweet crude oil as traded on the New York Mercantile Exchange (the “NYMEX”) that is 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 the futures contract that is the next month contract to expire and the contracts for the following 11 consecutive months.

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In addition, USCF believes that market arbitrage opportunities will cause daily changes in USL’s share price on the NYSE Arca on a percentage basis to closely track daily changes in USL’s per share NAV on a percentage basis.

USCF further believes that the daily changes in the average prices of the Benchmark Oil Futures Contracts have historically closely

tracked the daily changes in prices of light, sweet crude oil.

USCF further believes that the daily changes in the average prices of the Benchmark Oil Futures Contracts have historically closely tracked the daily changes in prices of light, sweet crude oil.

USCF believes that the net effect of these relationships 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, less USL’s expenses.

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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 Funds Trust ("USCIFT"), a Delaware statutory trust and each of its series:

the United States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”) and the USCF Crescent Crypto Index Fund (“XBET”).

XBET is currently in registration and has not commenced operations.

USO, UNG, UGA, UNL, USL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”

USCF is also the sponsor of the United States Commodity Index Funds Trust (“USCIFT”), a Delaware statutory trust and each of its series:

the United States Commodity Index Fund (“USCI”) and the United States Copper Index Fund (“CPER”).

USCI and CPER listed their shares on the NYSE Arca under the ticker symbols “USCI” on August 10, 2010 and “CPER” on November 15, 2011, respectively.

USO, UNG, UGA, UNL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”

USL issues shares to certain authorized purchasers (“Authorized Participants”) by offering baskets consisting of 50,000 shares (“Creation Baskets”) through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”).

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GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.

USL is an investment company and follows the accounting and reporting guidance in FASB Topic 946.

USL is an investment company for accounting purposes and follows the accounting and reporting guidance in FASB Topic 946.

Revenue Recognition

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USL pays all costs and expenses associated with the ongoing registration of its shares subsequent to the initial offering.

These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares,

and all legal, accounting, printing and other expenses associated with such offer and sale.

These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale.

For the years ended December 31, 2021, 2020 and 2019, USL incurred $ 151,475 , $ 124,835 and $ 0 respectively, in registration fees and other offering expenses.

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These fees and expenses for the year ending December 31, 2021 are estimated to be a total of $ 46,172 for USL and, in the aggregate for USL and the Related Public Funds, $ 1,081,963 .

For the year ended December 31, 2019, these fees and expenses were $ 556,951 for USL and the Related Public Funds.

For the year ended December 31, 2020, these fees and expenses in the aggregate were $ 585,896 for USL and the Related Public Funds.

USL’s portion of such fees and expenses for the year ended December 31, 2020 was $ 17,435 .

For the year ended December 31, 2018, these fees and expenses were $ 521,689 for USL and the Related Public Funds.

For the year ended December 31, 2019, these fees and expenses in the

aggregate 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 .

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The fees and expenses associated with USL’s audit expenses and tax accounting and reporting requirements are paid by USL.

These costs are estimated to be $ 172,800 for the year ending December 31, 2020 approximately $ 131,500 for the year ended December 31, 2019 and approximately $ 144,700 for the year ended December 31, 2018.

These costs are estimated to be $ 269,000 for the year ending December 31, 2021.

For the years ending December 31, 2020 and 2019 USL’s investor reporting costs totaled $ 171,801 and $ 131,501 , respectively.

Tax reporting costs fluctuate between years due to the number of shareholders during any given year.

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and (iii) a Transfer Agency and Service Agreement.

USCF pays the fees of

BNY Mellon for its services under the BNY Mellon Agreements and such fees are determined by the parties from time to time.

USCF pays the fees of BNY Mellon for its services under the BNY Mellon Agreements and such fees are determined by the parties from time to time.

Brown Brothers Harriman and Co.

("BBH&Co.") previously served as the Administrator, Custodian, Transfer Agent and Fund Accounting Agent for USL and the Related Public Funds prior to BNY Mellon commencing such services on April 1, 2020.

(“BBH&Co.”) previously served as the Administrator, Custodian, Transfer Agent and Fund Accounting Agent for USL and the Related Public Funds prior to BNY Mellon commencing such services on April 1, 2020.

Certain fund accounting and fund administration services rendered by BBH&Co.

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USL entered into a brokerage agreement with RBC Capital Markets LLC (“RBC”) to serve as USL’s FCM effective October 10, 2013.

USL has engaged each of RCG Division of Marex Spectron ("RCG"), E D & F Man Capital Markets Inc.

("MCM") and Macquarie Futures USA LLC ("MFUSA") to serve as an additional FCM to USL effective on May 28, 2020, June 5, 2020, and December 3, 2020, respectively.

The agreements with USL's FCMs require the FCMs to provide services to USL in connection with the purchase and sale of Oil Futures Contracts and Other Oil-Related Investments that may be purchased and sold by or through the applicable FCM for USL’s account.

USL has engaged each of RCG Division of Marex Spectron (“RCG”), E D & F Man Capital Markets Inc.

(“MCM”) and Macquarie Futures USA LLC (“MFUSA”) to serve as an additional FCM to USL effective on May 28, 2020, June 5, 2020, and December 3, 2020, respectively.

The agreements with USL’s FCMs require the FCMs to provide services to USL in connection with the purchase and sale of Oil Futures Contracts and Other Oil-Related Investments that may be purchased and sold by or through the applicable FCM for USL’s

In accordance with the FCM agreements, USL pays each FCM commissions of approximately $ 7 to $ 8 per round-turn trade, including applicable exchange, clearing and NFA fees for Oil Futures Contracts and options on Oil Futures Contracts.

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USL also incurs commissions to brokers for the purchase and sale of Oil Futures Contracts, Other Oil-Related Investments or short-term obligations of the United States of two years or less (“Treasuries”).

December 31, 2021

December 31, 2020

December 31, 2019

Total commissions accrued to brokers

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Percentage of commissions accrued as a result of creation and redemption activity

The increase in total commissions accrued to brokers for the year ended December 31, 2020, compared to the year ended December 31, 2019, was due primarily to a higher number of crude oil futures contracts being held and traded.

The decrease in total commissions accrued to brokers for the year ended December 31, 2021, compared to the year ended December 31, 2020, was due primarily to a lower number of crude oil futures contracts being held and traded.

NYMEX Licensing Agreement

USL and the NYMEX entered into a licensing agreement on April 10, 2006, as amended on October 20, 2011, whereby USL was granted a non-exclusive license to use certain of the NYMEX’s settlement prices and service marks.

Under the licensing agreement, USL and the Related Public Funds, other than BNO, USCI and CPER, USOU and USOD, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3.

Under the licensing agreement, USL and the Related Public Funds, other than BNO, USCI and CPER, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3.

USL expressly disclaims any association with the NYMEX or endorsement of USL by the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered trademarks of the NYMEX.

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USL may engage in the trading of futures contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, “derivatives”).

USL is exposed to both market risk, which is the risk arising from changes in the market

value of the contracts, and credit risk, which is the risk of failure by another party to perform according to the terms of a contract.

USL is exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which is the risk of failure by another party to perform according to the terms of a contract.

USL may enter into futures contracts, options on futures contracts, cleared swaps, and OTC-swaps to gain exposure to changes in the value of an underlying commodity.

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Additional deposits may be necessary for any loss on contract value.

The CEA requires FCMs to segregate all customer transactions and assets from the FCM’s proprietary activities.

The Commodity Exchange Act requires FCMs to segregate all customer transactions and assets from the FCM’s proprietary transactions and assets.

To reduce the credit risk that arises in connection with OTC swaps, USL will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc., which provides for the netting of its overall exposure to its counterparty.

The Master Agreement is negotiated as between the parties and would address, among other things, the exchange of margin between the parties.

Master Agreement is negotiated as between the parties and would address, among other things, the exchange of margin between the parties.

Futures contracts, options on futures contracts and cleared swaps involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin.

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Management will continue to monitor the impact COVID-19 has on USL and reflect the consequences as appropriate in USL’s accounting and financial reporting.

The recent pandemic spread of the novel coronavirus and related geopolitical events could lead to increased market volatility, disruption to U.S.

The pandemic spread of the novel coronavirus and related geopolitical events could lead to increased market volatility, disruption to U.S.

and world economies and markets and may have significant adverse effects on USL and its investments.

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This information has been derived from information presented in the financial statements.

December 31, 2021

December 31, 2020

December 31, 2019

Per Share Operating Performance:

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Management fees

Expenses excluding management fees

Total expenses excluding management fees

Net income (loss)

4 unchanged sentences

Total Income (Loss)

( 25,014,567 )

Total Expenses

Net Income (Loss)

( 25,119,958 )

Net Income (Loss) per Share

1 unchanged sentence

( 25,014,567 )

( 4,048,873 )

Total Expenses

1 unchanged sentence

( 25,119,958 )

( 4,163,002 )

Net Income (Loss) per Share

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ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement.

The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement.

The changes to past practice resulting from the application of ASC 820 relate to

the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement.

ASC 820 establishes a fair value hierarchy that distinguishes between:

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Statements of

at December 31,

Fair Value at

Derivatives not Accounted for as Hedging Instruments

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data