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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): August 8, 2023
UNITED
STATES 12 MONTH OIL FUND, LP
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-33859 |
|
26-0431897 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
|
|
|
|
|
1850
Mt. Diablo Boulevard, Suite 640
Walnut
Creek, California 94596
(Address
of principal executive offices) (Zip Code)
(510)
522-9600
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
o |
Written communication pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
o |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
|
|
o |
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
o |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
|
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company o
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant
to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered: |
Shares of United States 12 Month Oil Fund, LP |
|
USL |
|
NYSE
Arca, Inc. |
Item 1.01
Entry into a Material Definitive Agreement.
On August 8, 2023, United States 12 Month Oil Fund, LP (the “Registrant”) entered into a Customer Account Agreement (the “Agreement”) with ADM Investor Services, Inc. (“ADMIS”) to serve as an additional futures commission merchant (“FCM”) for the Registrant. The Agreement requires ADMIS to provide services to the Registrant in connection with the purchase and sale of futures that may be purchased or sold by or through ADMIS for the Registrant’s account. Under the Agreement, the Registrant has agreed to pay ADMIS commissions for executing and clearing trades on behalf of the Registrant.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01 Other Material Events.
Marex
North America, LLC (“MNA”) and Marex Capital Markets, Inc. (formerly ED&F Man Capital Markets Inc.) (“MCM”),
which are affiliated entities, serve as futures commission merchants for the Registrant. On July 28, 2023, MNA and MCM formally
advised the Registrant that (1) on or about July 14, 2023 MNA transferred its futures clearing business to MCM as part of an internal
reorganization (the “Transfer”), and (2) in connection with the Transfer and to avoid confusion as to which futures
customer agreement governs, the MCM futures customer agreement will be terminated. The Registrant’s futures trading account
with MNA has been consolidated with the Registrant’s futures trading account with MCM and the MCM futures trading account
is governed by the Registrant’s futures customer agreement between the Registrant and MNA. MCM has agreed to assume the
rights and obligations of the futures customer agreement in place between the Registrant and MNA from and after the date of the
Transfer and, therefore, no material impact on the Registrant’s operations is anticipated.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
UNITED STATES 12 MONTH OIL FUND, LP |
|
By: |
United States
Commodity Funds LLC, its general partner |
|
|
|
Date:
August 8, 2023 |
By: |
/s/ John P. Love |
|
Name: |
John
P. Love |
|
Title: |
President
and Chief Executive Officer, and
Management
Director |
|
|
|
|
CUSTOMER
ACCOUNT AGREEMENT
In
consideration of ADM Investor Services, Inc. (“ADMIS”) opening and carrying one or more accounts (collectively, “Account”)
for the undersigned person(s) (individually or collectively, as applicable, “Customer”), and ADMIS acting as futures
commission merchant (“FCM”) for Customer in the execution and clearing of orders for the purchase or sale of commodity
futures, commodity options, forward contracts, foreign exchange, physical or cash commodities, and exchange for physical (“EFP”)
or exchange for risk (“EFR”) transactions (collectively “Commodity Contracts”), Customer enters into this
Customer Account Agreement (“Agreement”) with ADMIS as of the date executed by Customer below.
1. Relationship and Acknowledgments. Customer understands, acknowledges and confirms the following:
(a) The purchase or sale of Commodity Contracts is speculative, involves a high degree of risk and is suitable only for persons who
can assume the risk of loss in excess of their margin deposits or of their entire option premium. Customer understands that price
changes in Commodity Contracts may result in significant losses, which losses, whether realized or unrealized, Customer would
be responsible for and which may substantially exceed Customer’s margin deposits and any other deposits Customer may make.
Customer also acknowledges that Customer has received, has read and understands this Agreement and the accompanying risk disclosures.
(b) ADMIS is authorized to execute and clear orders and transactions and carry positions for the Account, including orders, transactions
and positions executed by or on behalf of third- party brokers, to act as counterparty to Commodity Contracts and to exercise
commodity options for the Account in accordance with Customer’s oral or written instructions. ADMIS shall have the right
to refuse to accept any of Customer’s orders in accordance with Section 1(f) of this Agreement or if such orders would result
in a debit equity balance. ADMIS shall also have the right to tape record all telephone conversations with Customer.
(c) ADMIS or its affiliates may at times be the counterparty and act as principal in regard to any cash, forward, or foreign exchange
transactions. Customer further understands and acknowledges that ADMIS may be the counterparty and receive revenue regarding such
transactions through the difference between the bid and offer prices quoted or provided to Customer and through markups or markdowns
on positions that ADMIS enters into with Customer or with other parties in connection with such positions. Furthermore, Customer
acknowledges that ADMIS is not obligated to quote a price for any principal transaction.
(d) ADMIS shall not be responsible to Customer for any third-party brokers’ inability to execute orders, or for error or negligence
or misconduct on the part of any third-party brokers who are not employees of ADMIS.
(e) Execution of an order for a futures contract contemplates making or accepting delivery, and Customer agrees to notify ADMIS promptly
if Customer intends to make or take delivery. Customer authorizes ADMIS to take any action deemed necessary or appropriate by
ADMIS in the event ADMIS takes physical delivery for Customer and Customer hereby agrees to indemnify ADMIS from all costs in
connection therewith. ADMIS may, in its sole discretion, liquidate any short position in Customer’s account if Customer
has not delivered to ADMIS certificates, receipts or other appropriate instruments of delivery at least five (5) days prior to
the last trading day of the applicable futures contract.
Classification:
Internal
(f) Upon entry into this Agreement, ADMIS will notify Customer of the exchanges, products, size and number of open Commodity Contracts
(net or gross) that ADMIS will at any time execute, clear and/or carry for Customer (such size and number limitation, the “Trading
Limits”). ADMIS has the right in ADMIS’ sole and absolute discretion to revise the Trading Limits with no less than
one (1) business day’s prior written notice unless otherwise required by the exchange or regulatory body, and provided that,
if any revision of the Trading Limits requires Customer to close out open, existing Commodity Contract positions, Customer shall
be afforded no less than thirty (30) calendar days to do so (i) unless otherwise prohibited by regulatory body or exchange (which
ADMIS will notify Customer of, if practicable), (ii) unless any such positions are open at least seven days prior to the last
trading day of the applicable futures contract and are subject to delivery; and (iii) provided Customer’s Account is margined
as required by Section 2 of this Agreement, as ADMIS determines in its reasonable discretion. For the avoidance of doubt, ADMIS
is under no obligation to accept, and may refuse, orders to establish Commodity Contract positions that do not conform to the
Trading Limits.
(g) Reserved.
(h) ADMIS: (i) is not a bank, savings and loan association or trust company under federal or state law or regulation; (ii) does not
offer check writing services or any similar or comparable service or services; and (iii) is not engaged in the business of banking
under Article 4A of the Uniform Commercial Code, as amended, or otherwise under Applicable Law (as defined below).
(i) Any market recommendation or information communicated to Customer by ADMIS does not constitute an offer to sell, or the solicitation
of an offer to buy, any commodity, or any commodity futures contract.
(j) Such
recommendation or information may be incomplete and may not be verified.
(k) ADMIS does not operate or maintain a research department or division as defined under or within the scope of CFTC rules or regulations
and ADMIS makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness
of any information or recommendation furnished to Customer.
(l) ADMIS and/or its officers, directors, affiliates, stockholders or representatives may have a position or positions in or may intend
to buy or sell commodities or commodity futures contracts which are the subject of recommendations that may be furnished to Customer,
and the position or positions of ADMIS or any such officer, director, affiliate, stockholder, or representative may or may not
be consistent with any recommendation or information furnished to Customer by ADMIS.
2. Margin. Customer agrees to maintain collateral and/or margin in the Account in an amount that is the greater of (i) the amount
required by the relevant clearing house (“AL Margin”) and (ii) an amount in excess of AL Margin as required in ADMIS’
sole discretion (“Required Additional Margin”) and, together with AL Margin, “Margin”), provided that
in no event will the amount of Required Additional Margin be more than two times (2x) the AL Margin and, provided further, that
the amount of Required Additional Margin will in no event exceed the notional value of the particular Commodity Contract position
to which it relates. Customer agrees to wire transfer funds to ADMIS upon verbal or written request or otherwise make payment
in immediately available funds and to furnish ADMIS with names of bank officers for immediate verification of such transfers or
payments.
Classification:
Internal
3. Customer
Funds and ACH Transfers. Customer shall deposit with ADMIS (1) immediately available funds
to meet all initial and maintenance margin requirements established by ADMIS as referenced in Section 2 above, pay interest, commission,
brokerage, exchange and regulatory fees and charges that have been agreed to with ADMIS and memorialized in a written schedule
of fees (such schedule, a “Fees Schedule”), which Fees Schedule may be revised with no less than thirty (30) business
days’ prior written notice; however, Customer understands and agrees that fees or charges of third parties (i.e.,
exchanges, regulators or other providers) within the Fee Schedule are not under the control of ADMIS and that ADMIS may not be
able to provide 30 business days’ prior notice of changes in such fees. Fees not included in the Fees schedule, but which
apply to transactions conducted for or on behalf of Customer, (such as, currency conversions, deliveries, transfer of accounts,
interbank fees and charges, contract market or other self-regulatory organization charges) shall be the responsibility of, and
satisfied from the accounts of Customer. Commissions and brokerage may be shared by ADMIS with more
than one of Customer’s representatives; (2) deposit amount(s) to pay any deficit or debit balance in the Account; and (3)
pay interest and service charges on any Customer deficit or debit balances at the rates customarily charged by ADMIS together
with ADMIS’ costs and attorneys’ fees incurred in collecting any such deficit or debit or defending claims brought
by Customer in which ADMIS is the prevailing party. If Customer elects to have access to or use Automatic Clearing House funds
transfers with respect to the Account, Customer agrees to execute and deliver to ADMIS such additional documents, agreements or
information as ADMIS may request or require.
4. If
at any time the Account does not contain at least the amount of funds required by ADMIS, any exchange, clearing house or other
regulatory authority, ADMIS may in its commercially reasonable discretion, at any time or from time to time, close out Customer’s
open positions in whole or in part or take any other action ADMIS deems necessary to satisfy such requirements, including, but
not limited to, transferring funds from other accounts of Customer, including transfers between accounts designated as segregated,
secured, cleared swaps or non-regulated. Failure of ADMIS to act in such circumstances in whole or in part, shall not constitute
a waiver of ADMIS’ rights to do so any time or from time to time thereafter, nor shall ADMIS be subject to any liability
to Customer for ADMIS’ failure to so act. In addition, ADMIS has the right, but not the obligation, to close the Account
and liquidate or offset any open position(s) upon receipt of notice of Customer’s death, if applicable. Transfers among
accounts for the purpose of margin or collateral or the reduction or satisfaction of any deficit balance or other payment obligation
of Customer shall be conducted among accounts of the same beneficial ownership in accordance with CFTC Reg. 1.56.
5. No Guarantee. Customer understands that there are no guarantees of profit or guarantees against loss in Commodity Contract
trading. Customer has received no such guarantees from ADMIS or from any of ADMIS’ representatives. Customer acknowledges
that Customer is aware of the risks inherent in Commodity Contract trading and is financially able to bear such risks and withstand
any losses incurred in the Account or otherwise by Customer.
6. Applicable Law. For purposes of and provisions under this Agreement, the Commodity Exchange Act, as amended (“CEA”),
rules and regulations of the Commodity Futures Trading Commission (“CFTC”) or National Futures Association (“NFA”),
and any other applicable federal or state law, statute, rule, regulation or administrative requirement or condition to which ADMIS
is subject shall collectively be defined and referred to as “Applicable Law.”
7. Foreign Exchange. Unless Customer provides ADMIS with written or oral instructions to liquidate an open foreign exchange position
in the Account, any such position in ADMIS sole and absolute discretion will either be: (a) rolled over as an open position to
the next successive business day; or
(b)
liquidated in accordance with the provisions of this Agreement and Applicable Law. Alternatively, in order to liquidate an open
foreign exchange position in the Account by means of delivering, or taking delivery, of the underlying currency, written or oral
instructions to this effect must be given to ADMIS, together with sufficient funds to cover such delivery and all documents required
by ADMIS to effectuate this mode of settlement, in accordance with ADMIS’ instructions.
8. Security Interest and Pledge. All monies, securities, negotiable instruments, forward contracts, foreign exchange contracts,
physical or cash contracts, commodity options, open positions in futures contracts and commodities, or other property now or at
any future time deposited or maintained in or transferred to the Account, or held by ADMIS or its affiliates for Customer in connection
with this Agreement, are hereby pledged with ADMIS, and shall be subject to a senior security interest in ADMIS’ favor to
secure any indebtedness, at any time, owing by Customer to ADMIS or its affiliates under this Agreement, without regard to whether
ADMIS or its affiliates has made demand or advances with respect to any such property. Such security interest shall include a
general right of offset, and Customer waives to the fullest extent possible under Applicable Law any claim or defense that ADMIS’
exercise of any right or action under Applicable Law regarding such security interest violates any privacy or data protection
law, rule or regulation to which ADMIS or its affiliates is subject. Customer will not cause or allow any property held in the
Account to be subject to any other liens, security interests, mortgages or other encumbrances without the express prior written
approval of ADMIS.
Classification:
Internal
9. Foreign
Currency. If Customer requests that ADMIS enter into, or if Customer places an order for, any Commodity Contracts denominated
in a foreign currency: (a) any profit or loss arising from a fluctuation in the exchange rate affecting such currency will be
entirely for the Account and Customer’s risk; (b) all initial and subsequent deposits for margin purposes shall be made
in U.S. dollars, in such amounts as ADMIS may in its sole and absolute discretion request; and (c) ADMIS is authorized to convert
funds in the Account for margin into and from such foreign currency at a rate of exchange determined by ADMIS in its sole and
absolute discretion on the basis of then prevailing market rates. Customer acknowledges and agrees that ADMIS may receive revenue
in connection with any such currency conversion by collecting a fee and/or all or a portion of the difference between the bid
and offer prices quoted or provided to Customer for such foreign currency conversion.
10. Compliance with Applicable Law. All transactions by ADMIS on Customer’s behalf shall be subject to Applicable Law and
the constitution, rules, regulations, customs, usages, rulings, and interpretations of the exchanges or markets on which such
transactions are executed by ADMIS or its agents for the Account (such as the Chicago Mercantile Exchange and its affiliated clearing
house). ADMIS shall not be liable to Customer as a result of any action taken by ADMIS, or its agents, to comply with Applicable
Law or any such constitution, rule, regulation, custom, usage, ruling or interpretation. If Customer is subject to regulation
by any regulatory agency or organization, Customer agrees that ADMIS has no duty to ascertain, confirm or ensure that Customer
is in compliance with the requirements of such agency or organization.
11. Losses. For purposes of and provisions under this Agreement, any and all liabilities, claims, losses, damages, costs and expenses,
including incidental or consequential costs, losses, and damages and reasonable attorneys’ fees and expenses incurred with
collecting a deficit or debit balance in the Account , shall collectively be defined and referred to as “Losses.”
12. Delivery Efforts. If at any time Customer shall be unable to deliver to ADMIS any security, commodity or other property previously
bought or sold by ADMIS on Customer’s behalf, Customer authorizes ADMIS, in its sole and absolute discretion, to borrow
or to buy any security, commodity, or other property necessary to make delivery thereof, and Customer shall pay and indemnify
ADMIS for any Losses which ADMIS or its affiliates may sustain thereby and any premiums which ADMIS or its affiliates may be required
to pay thereon, and for any Losses which ADMIS or its affiliates may sustain from its inability to borrow or buy any such security,
commodity or other property.
13. Account Controllers. Customer acknowledges and agrees that ADMIS shall not be responsible to Customer for any Losses resulting
from conduct or advice (including but not limited to errors or negligence) on the part of any third-party person or entity introducing
Customer to ADMIS or having trading authority over the Account, including but not limited to any broker/dealer, FCM, independent
introducing broker, commodity trading advisor or commodity pool operator. Customer specifically agrees that ADMIS shall have no
obligation to supervise the activities of any such person or entity and Customer will indemnify ADMIS and its affiliates and hold
ADMIS and its affiliates harmless from and against all Losses incurred by ADMIS or its affiliates as a result of any actions taken
or not taken by such person or entity.
Classification:
Internal
14. Verification of Information. Customer authorizes ADMIS to
contact such banks, financial institutions, credit agencies, and other references as ADMIS shall deem appropriate or advisable
in ADMIS’ sole and absolute discretion from time to time to verify any information regarding Customer which may be provided
by Customer. Customer understands that an investigation may be made pertaining to Customer’s personal and business credit
standing and that Customer may make a written request within a reasonable period of time for disclosure of the nature and scope
of any such investigation.
15. Transmission or Communication Delays. ADMIS shall not be responsible for delays in the execution of orders due to breakdown
or failure of transmission, or communication facilities, or to any other cause beyond ADMIS’ control. ADMIS shall not be
liable for any Losses caused, directly or indirectly, by a break-down or failure of any transmission or communication system or
computer facility or trading software, whether belonging to ADMIS, Customer, any market, or any settlement or clearing system
when Customer trades on-line (via internet or electronically).
16. Customer
Communication(s) and Errors. Confirmation of trades, contracts, statements of account, margin calls, and any other notices
transmitted by ADMIS to Customer shall be transmitted to either the email address or the physical address and attention of the
person(s) named in the “Customer Account Documentation” and such address(es) shall be conclusively deemed accurate
and complete. The price at which an order is executed shall be binding notwithstanding the fact that an erroneous report is made.
An order which was executed but reported in error as not having been executed shall nevertheless be conclusive and binding except
as provided in the following sentence. Customer must notify ADMIS in writing of any objection to, or regarding, an order or discrepancy
or disagreement with any confirmation, report or statement forwarded by ADMIS to Customer prior to the opening of trading in the
applicable futures contract on the first business day following the day ADMIS sent such confirmation, report or statement, as
applicable, to Customer. Such objection shall be delivered to ADM Investor Services, Inc., 141 West Jackson Boulevard, Suite #2100A,
Chicago, Illinois 60604, (312) 242-7000, email: custserv@admis.com. If Customer does not timely object in accordance with the
previous sentence, such confirmation, report or statement, as applicable, shall be deemed and considered ratified and confirmed
as correct by Customer, and ADMIS shall have no responsibility or liability whatever regarding or in connection with transactions
shown, included or reported on such confirmation, report or statement, as applicable.
17. Consent to Electronic Delivery. Customer specifically consents to receive trade confirmations, daily and monthly account activity
statements, margin calls and any other notices sent by ADMIS to Customer electronically via email transmission. Such consent shall
be effective until revoked by Customer in writing and received by ADMIS. Customer is responsible for providing immediate notification
to ADMIS of any change in its email address. Physical copies of Customer’s statements are available upon request but may
incur additional charges. ADMIS will provide Customer with password- protected access to on-line reports. Customer will be able
to generate daily, monthly and annual account statements which provide transaction activity, profit and loss statements, open
positions and margin balances. Statements are deemed received when made available to Customer by ADMIS, regardless of whether
or when Customer actually accesses such statements.
18. Option
Exercise. Customer acknowledges and agrees that Customer is solely and exclusively responsible for taking action to
exercise any Commodity Contracts that are an option or option contract. ADMIS shall not be required to take any action with
respect to an option or option contract, including but not limited to any action to exercise an option prior to its
expiration date, except upon express instructions from Customer. Customer acknowledges and understands that exchanges have
established certain exercise cut-off times for the tender of exercise instructions, and that any options in the Account may
become or expire worthless if Customer does not provide instructions promptly. Customer also acknowledges and understands
that certain exchanges may automatically exercise long in-the-money options pursuant to the regulations of such exchange.
Customer acknowledges and understands that ADMIS’ cut-off times may differ from corresponding times established by
exchanges, and Customer waives any and all claims for Losses in connection with or which might arise out of an option not
being exercised. ADMIS will not be responsible for information regarding option expiration dates and assignment notification
or for any errors or omissions regarding such information. Customer acknowledges and understands that short option positions
are subject to assignment by an exchange or clearing house at any time, including positions established on the same day that
exercises are assigned. Notices of assignment are allocated on a random basis by an exchange or clearing house among all
short option positions which are subject to exercise.
Classification:
Internal
19. Single
Account. All Commodity Contract transactions executed by ADMIS for or on Customer’s behalf shall be deemed to be included
in and part of the Account as a single account regardless of whether such transactions are segregated on ADMIS’ records
into separate accounts, either severally or jointly with others, for regulatory purposes or otherwise, including the reporting
of Customer’s positions as required by Applicable Law or regulatory authorities Anything contained in this Agreement to
the contrary notwithstanding, and for the avoidance of doubt, ADMIS and its affiliates shall have a general right of offset and
authorization to transfer balances or amounts between or among any separate accounts within the Account, regardless of how such
separate accounts may be segregated or maintained, severally or jointly with others, on ADMIS’ records. Transfers
among accounts for the purpose of margin or collateral or the reduction or satisfaction of any deficit balance or other payment
obligation of Customer shall be conducted among accounts of the same beneficial ownership in accordance with CFTC Reg. 1.56.
20. Non-U.S. Customers. A Customer not residing in the United States may be requested to provide special or additional information
by ADMIS as required by any governmental or regulatory agency. This includes, but is not limited to, special or additional calls
for information, including but not limited to information concerning trading positions, ownership and authorization to trade.
In the event of a special or additional call for information, ADMIS shall endeavor to obtain and provide such information to the
requesting agency. Customer’s failure to respond to a special or additional call for information may cause prospective transactions
to be prohibited (other than offsetting or closing trades) for Customer.
21. Remedies Cumulative. The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver
of any thereof shall not preclude or inhibit the exercise of additional rights or remedies.
22. Account Subject to Agreement. Customer agrees that ADMIS may, from time to time, change the account number assigned to the
Account, and that this Agreement shall remain in full force and effect. Customer agrees further that the Account, as well as all
additional accounts opened by Customer at ADMIS, shall be covered by this same Agreement with the exception of any account for
which a new Customer Agreement is signed.
23. Venue and Waiver of Jury Trial. Subject to any Arbitration Agreement between ADMIS and Customer, each of ADMIS and Customer
agrees that any civil action or other legal proceeding between ADMIS or its employees, agents, representatives, affiliated brokers
and/or associated persons, on the one hand, and Customer, on the other hand, arising out of or relating to this Agreement, transactions
hereunder, or Customer’s account shall be brought, heard and resolved in the federal or state courts located in Chicago, Cook
County, Illinois, and each party waives any right to have such proceeding transferred to any other court, dispute resolution forum
or location. In addition, Customer waives the right to trial by jury in any such action or proceeding.
24. Statute of Limitations. No claim, including arbitration, and regardless of forum, arising out of or relating to this Agreement,
transactions hereunder, or the Account, may be brought by Customer more than ( two years after the alleged cause of action giving
rise to such claim arose (regardless of the date of discovery of the alleged injury), including claims alleging violations of
Section 14 of the CEA. Customer understands and acknowledges that the foregoing time limitation is a material inducement for ADMIS
to enter into this Agreement, and Customer accepts and agrees to be bound by such limitation to the fullest extent possible under
Applicable Law.
Classification:
Internal
25. Governing Law. This Agreement, including any action or proceeding in connection with or related to this Agreement, shall be
governed by the internal laws of the State of Illinois without regard to such State’s conflict of law provisions.
26. Legal Capacity. Customer represents that: (a) Customer is (or, if Customer is an entity, that each person acting for or on
behalf of Customer is) an adult of sound mind and is under no legal disability which would prevent Customer from trading in commodities,
commodity futures contracts, options contracts, forward contracts, foreign exchange or other physical or cash contracts therein
or entering into this Agreement; and (b) Customer is (or each person acting for or on behalf of Customer is) authorized to enter
into this Agreement.
27. Receipt
of Privacy Policy; Accuracy of Information. Customer acknowledges receipt of the ADMIS Privacy Policy, which is incorporated
into this Agreement by reference. Customer warrants the accuracy of all information contained in the account application to be
complete, true and correct and agrees that Customer will promptly notify ADMIS of any material change in such information. Customer
acknowledges and agrees that ADMIS will use and rely on such information in preparing any income tax or related disclosure, form,
notice or report that ADMIS provides to Customer; provided, however, that ADMIS will not undertake and is not responsible for
preparing or filing any income tax or related disclosure, form, notice or report for or on behalf of Customer. Customer further
warrants that no one except Customer has an interest in the Account and that Customer has full power and authority to enter into
this Agreement and to engage in the transactions of the kind contemplated herein.
28. Fees and Charges. Customer agrees to pay to ADMIS the commissions, fees and other charges as set forth in the Fees Schedule
and as described in Section 3 above Customer hereby authorizes ADMIS to withdraw the amount of any such commissions, fees and
charges from the Account as such commissions, fees and charges are incurred. In accordance with Section 3 above, ADMIS may provide
notice electronically or otherwise of any changes in the amount and type of commissions, fees and other charges, and the effective
date of such changes. If Customer is introduced to ADMIS by another party, such other party may receive a portion of any commission
paid to ADMIS by Customer.
29. Amendment. Any waiver, amendment or modification of this Agreement must be in writing, signed by the party against whom it
is to be enforced, except as otherwise provided herein. Notwithstanding the foregoing, ADMIS may amend this Agreement upon written
notice to Customer of such amendment, as follows: (i) with respect to an amendment to the material terms of this Agreement, such
amendment shall become effective upon mutual agreement of the parties; and. (ii) other non-material amendments to this Agreement
or amendments implemented to comply with Applicable Law, industry rules, regulations or by a regulatory body shall be effective
if Customer fails to object within ten (10) business days of ADMIS providing written notice to Customer of such amendment. The
rights and remedies of each party under this Agreement are cumulative, and no waiver, amendment or modification of this Agreement
or of any such right or remedy may be inferred from a failure by any party to exercise any right or remedy under this Agreement.
Classification:
Internal
30. Actions
by ADMIS. This Agreement shall inure to the benefit of ADMIS, its successors and assigns and shall be binding upon
Customer and Customer’s personal representatives, executors, trustees, administrators, agents, successors, and assigns. Further,
ADMIS may assign this Agreement and transfer Customer’s Account(s) to another duly registered futures commission
merchant, subject to applicable provisions of CFTC and NFA rules and regulations. In
the event of (a) the death or judicial declaration of incompetence of Customer; (b) the filing of a petition in bankruptcy,
or a petition for the appointment of a receiver, or the institution of any insolvency or similar proceeding by or against
Customer; the filing of an attachment against any of Customer’s accounts carried by ADMIS; or (d)
Customer’s failure to pay or deliver margin, provided however, such failure shall be deemed not to have occurred if
Customer shall demonstrate to the reasonable satisfaction of ADMIS that: i) such failure is caused by an error or omission of
an administrative or operational nature; and ii), the funds were available to Customer to enable it to satisfy the relevant
margin requirement when due; and, iii) such margin requirement is satisfied within one (1) business day; (e) Customer’s
failure to provide ADMIS any information requested pursuant to this Agreement within a reasonable time of such or request, or
within the time period specified if such request is made pursuant to rule, or by a regulatory body or exchange; or (f) any
other circumstances or developments that ADMIS deems appropriate for its protections in ADMIS’ commercially reasonable
discretion, ADMIS may take one or more of, or any portion of, the following actions: (1) satisfy any obligation Customer may
have to ADMIS under this Agreement, either directly or by way of guaranty or suretyship, out of any Customer’s funds or
property in ADMIS’ possession, custody or control, in each case in connection with this Agreement; (2) sell any or
purchase any or all Commodity Contracts, securities or other property held or carried for Customer; and (3) cancel any or all
outstanding orders or Commodity Contracts, or any other commitments made with Customer. Any of the above actions may be taken
without demand for margin or additional margin, without prior notice of sale or purchase or other notice to Customer,
Customer’s personal representatives, heirs, executors, administrators, trustees, legatees or assigns and regardless of
whether the ownership interest shall be solely that of Customer or held in any form or maintained in any type or kind of
joint or co- or common ownership with other persons.
31. Indemnification. Customer
shall indemnify and hold ADMIS, its affiliates, directors, officers, stockholders, employees, agents, successors and assigns
(individually and collectively, “ADMIS Indemnitees”) harmless from and against any and all Losses incurred by any
ADMIS Indemnitees, arising from or in connection with: (a) Customer’s failure to fully and timely perform its
obligations hereunder; (b) deficit or debt balances in the Account; or (c) any of
Customer’s representations and warranties made in this Agreement being untrue or incorrect when made or given or (d)
any claim allegation or cause of action alleging or related to ADMIS being a bank, savings and loan association or trust
company or engaging in the business of banking under Article 4A of the Uniform Commercial Code, as amended, or otherwise
under Applicable Law Customer also agrees to pay promptly to ADMIS any and all Losses incurred by any ADMIS Indemnitees in
enforcement of any of the provisions of this Agreement and any of the transactions contemplated hereunder, efforts or
attempts to collect any amounts due hereunder and the defense of any action or proceeding, including an arbitration
proceeding brought by Customer against any ADMIS Indemnitees in which ADMIS Indemnitees are the substantially prevailing
party.
32. Waiver
of UCC Article 4A. In consideration of and as a condition of ADMIS opening and carrying
the Account for Customer, Customer agrees and covenants to waive and not to claim, assert, raise or allege, in any pleading or
proceeding, whether in an action brought against ADMIS or as a defense or affirmative defense or counterclaim in any action brought
by ADMIS, that ADMIS is operating or at any time has operated as a bank, savings and loan association or trust company or engaged
in the business of banking under Article 4A of the Illinois Uniform Commercial Code, as amended (“Art. 4A”) or any
similar or comparable federal law or state law in any other jurisdiction.
33. Limitation
of Liability. IN NO EVENT SHALL ADMIS BE LIABLE TO CUSTOMER OR ANY PERSON FOR INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER ARISING UNDER CONTRACT, WARRANTY,
OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY EVEN IF THE POSSIBILITY OF SUCH DAMAGES WERE
DISCLOSED TO ADMIS OR COULD HAVE BEEN REASONABLY FORESEEN BY ADMIS. The limitations of liability reflect the allocation of risk
between the parties. The limitations specified in this Section 33 will survive and remain in effect even if or to the extent that
any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Classification:
Internal
34. Electronic
Records and Signatures. Customer agrees that any records stored by a printed media storage
method shall be deemed complete, true and genuine record of Account documents and signatures. If Customer elects to open an account
through use of an electronic signature under the Electronic Signatures in Global and National Commerce Act, as amended, such electronic
signature will meet the requirements of an original signature. However, at the sole discretion of ADMIS, documents signed and
transmitted by facsimile machine or electronic mail may be accepted as original documents. The signature of any person or entity
thereon, will be considered as an original signature, and the document transmitted will be considered to have the same binding
effect as an original signature on an original document. No party hereto may raise the use of a facsimile or telecopier machine
as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this section.
Customer consents and agrees that Customer’s use of a key pad, mouse or other device to select an item, button, icon or
similar act/action while using any electronic service ADMIS offers, or in accessing or making any transactions regarding any agreement,
acknowledgment, consent, terms, disclosures or conditions constitutes Customer’s signature, acceptance and agreement as
if actually signed by Customer in writing. Further, Customer agrees that no certification authority or other third-party verification
is necessary to the enforceability of Customer’s signature or any resulting contract between Customer and ADMIS.
35. Severability
and Headings. If any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity without invalidating the remaining provisions of this Agreement.
Headings of each provision are for descriptive purposes only
and shall not be deemed to modify or qualify any of the rights or obligations set forth in each provision.
36. Termination. Termination of this Agreement may be commenced by either party upon written notice to the other party, provided
that if ADMIS terminates this Agreement, Customer shall be afforded no less than thirty (30) calendar days to liquidate Customer’s
open, existing Commodity Contract positions as long as Customer’s Account is adequately funded under Section 2 of this Agreement
during such period; and, provided account is adequately funded, to transfer them to an alternate futures commission merchant,
it being understood that, upon expiry of the thirty-day period, ADMIS shall have the right to liquidate any remaining open Commodity
Contract positions. The termination of this Agreement shall not take effect until Customer no longer has funds or Commodity Contracts
with ADMIS and has fully satisfied any and all obligations under this Agreement that are due and owing to ADMIS. Until such time
of termination as previously stated, the obligations the parties arising from Commodity Contract transactions shall remain in
effect.
BY
SIGNING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES, AGREES AND CONFIRMS THAT:
| (a) | Customer
has received, read carefully and understands this Agreement; |
| (b) | This
Agreement has been negotiated between Customer and ADMIS and shall not be construed against
the party that drafted all or any portion of this Agreement; and |
| (c) | Without
limiting any acknowledgment, agreement, representation or warranty otherwise contained
in this Agreement, Customer accepts and agrees to: (i) the venue provisions set forth
in Section 23 above; (ii) the time limitations set forth in Section 24 above; and (iii)
the waiver and covenants set forth in Section 32 above not to claim, assert or allege
that ADMIS is operating or at any time has operated as a bank, savings and loan association
or trust company or engaged in the business of banking under Art. 4A. |
CUSTOMER:
X |
SIGNATURE |
|
X |
SIGNATURE |
|
NAME,
TITLE |
|
NAME,
TITLE |
|
DATE |
|
DATE |
|
Classification:
Internal
v3.23.2
Cover
|
Aug. 08, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 08, 2023
|
Entity File Number |
001-33859
|
Entity Registrant Name |
UNITED
STATES 12 MONTH OIL FUND, LP
|
Entity Central Index Key |
0001405528
|
Entity Tax Identification Number |
26-0431897
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
1850
Mt. Diablo Boulevard
|
Entity Address, Address Line Two |
Suite 640
|
Entity Address, City or Town |
Walnut
Creek
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94596
|
City Area Code |
(510)
|
Local Phone Number |
522-9600
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Shares of United States 12 Month Oil Fund, LP
|
Trading Symbol |
USL
|
Security Exchange Name |
NYSEArca
|
Entity Emerging Growth Company |
false
|
Entity Information, Former Legal or Registered Name |
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United States 12 Month Oil (AMEX:USL)
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