Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 2)
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.
|
or
o
|
Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period
from
to
.
|
Commission
File Number: 001-33859
United
States 12 Month Oil Fund, LP
(Exact
name of registrant as specified in its charter)
Delaware
|
20-0431897
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
1320
Harbor Bay Parkway, Suite 145
Alameda,
California 94502
(Address
of principal executive offices) (Zip code)
(510)
522-9600
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Units
|
NYSE
Arca, Inc.
|
(Title
of each class)
|
(Name
of exchange on which
registered)
|
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
o
Yes x No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
o
Yes x No
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
x
Yes o No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
o
Yes o No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer o
|
Accelerated
filer o
|
|
|
Non-accelerated
filer x
|
Smaller
reporting company o
|
(Do
not check if a smaller reporting company)
|
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
o
Yes x No
The
aggregate market value of the registrant’s units held by non-affiliates of the
registrant as of June 30, 2008 was: $8,392,000.
The
registrant had 4,900,000 outstanding units as of March 30, 2009.
DOCUMENTS INCORPORATED BY
REFERENCE:
None.
Explanatory
Note
The
United States 12 Month Oil Fund, LP (“US12OF”) is filing this Amendment No. 2 to
its annual report on Form 10-K (“Form 10-K/A”) for the fiscal year ended
December 31, 2008 that was filed with the Securities and Exchange Commission on
March 31, 2009 (“Form 10-K”) in order to file amended principal executive
officer and principal financial officer certifications originally
filed as Exhibits 31.1 and 31.2 to the Form 10-K, which inadvertently omitted
certain language referring to internal control over financial
reporting.
Except as
set forth above, no other changes have been made to the Form 10-K, and the Form
10-K/A does not amend, update or change any other items or disclosure found in
the Form 10-K. Further, the Form 10-K/A does not reflect events that
occurred after the filing of the Form 10-K.
Part
IV
Item
15. Exhibits and Financial Statement Schedules.
Listed
below are the exhibits which are filed as part of this Form 10-K/A (according to
the number assigned to them in Item 601 of Regulation S-K):
Exhibit
|
|
|
Number
|
|
Description of Document
|
31.1*
|
|
Certification
by Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification
by Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certification
by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
32.2*
|
|
Certification
by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
* Filed
herewith
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 thereunto
duly authorized.
United
States 12 Month Oil Fund, LP (Registrant)
By:
United States Commodity Funds LLC, its general partner
By:
|
/s/
Nicholas D. Gerber
|
Nicholas
D. Gerber
|
Chief
Executive Officer
|
Date: January
25, 2010
Date: January
25, 2010