<SEC-DOCUMENT>0001171200-17-000499.txt : 20171215
<SEC-HEADER>0001171200-17-000499.hdr.sgml : 20171215
<ACCEPTANCE-DATETIME>20171215060848
ACCESSION NUMBER:		0001171200-17-000499
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20171215
DATE AS OF CHANGE:		20171215

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			United States 12 Month Oil Fund, LP
		CENTRAL INDEX KEY:			0001405528
		STANDARD INDUSTRIAL CLASSIFICATION:	 [6221]
		IRS NUMBER:				260431897
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-216817
		FILM NUMBER:		171257597

	BUSINESS ADDRESS:	
		STREET 1:		1999 HARRISON STREET
		STREET 2:		SUITE 1530
		CITY:			OAKLAND
		STATE:			CA
		ZIP:			94612
		BUSINESS PHONE:		(510) 522-9600

	MAIL ADDRESS:	
		STREET 1:		1999 HARRISON STREET
		STREET 2:		SUITE 1530
		CITY:			OAKLAND
		STATE:			CA
		ZIP:			94612
</SEC-HEADER>
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<TYPE>424B3
<SEQUENCE>1
<FILENAME>i17539_usl-424b3.htm
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: right"><B>Filed pursuant to Rule 424(b)(3)</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: right"><B>File No. 333-216817</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: right">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><FONT STYLE="text-transform: uppercase"><B>United
States 12 Month Oil Fund, LP</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Supplement 2 dated December 15, 2017</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>to</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Prospectus dated April 28, 2017</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>This supplement contains information which amends, supplements
or modifies certain information contained in the Prospectus of United States 12 Month Oil Fund, LP (&ldquo;USL&rdquo;) dated April
28, 2017, as amended by Supplement 1 dated September 5, 2017 to the Prospectus dated April 28, 2017 (the &ldquo;Prospectus&rdquo;).
Please read it and keep it with your Prospectus for future reference.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>USL is adjusting the manner in which it applies the monthly allocation convention of profits and losses for shareholders as
of January 1, 2018 in conformity with applicable Treasury regulations governing the allocation of profits and losses. Accordingly, under &ldquo;ADDITIONAL INFORMATION ABOUT USL, ITS INVESTMENT OBJECTIVE
AND INVESTMENTS&rdquo;; &ldquo;U.S. Federal Income Tax Considerations&rdquo;; &ldquo;<I>U.S. Shareholders</I>&rdquo;; &ldquo;<I>Tax
Consequences of Ownership of Shares</I>&rdquo;; the section entitled &ldquo;<I>Allocations of USL&rsquo;s Profit and Loss.</I>&rdquo;
beginning on page 39, is deleted in its entirety and replaced with the following:</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in"><I>Allocations of USL&rsquo;s Profit
and Loss.</I> Under Code section 704, the determination of a partner&rsquo;s distributive share of any item of income, gain, loss,
deduction or credit is governed by the applicable organizational document unless the allocation provided by such document lacks
&ldquo;substantial economic effect.&rdquo; An allocation that lacks substantial economic effect nonetheless will be respected if
it is in accordance with the partners&rsquo; interests in the partnership, determined by taking into account all facts and circumstances
relating to the economic arrangements among the partners. Subject to the discussion below, concerning certain conventions to be
used by USL, allocations of USL income pursuant to the Partnership Agreement should be considered as having substantial economic
effect or as being in accordance with a shareholder&rsquo;s interest in USL.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">In general, USL applies a monthly closing-of-the-books
convention in determining allocations of economic profit or loss to shareholders. Income, gain, loss and deduction are determined
on a monthly &ldquo;mark-to-market&rdquo; basis, taking into account our accrued income and deductions and realized and unrealized
gains and losses for the month. Items of taxable income, deduction, gain, loss and credit recognized by USL for federal income
tax purposes for any taxable year are allocated among holders in a manner that equitably reflects the allocation of economic profit
or loss.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">For any applicable period ending on or before
December 31, 2017, under the monthly allocation convention used by the USL, the investor who holds a share as of the close of business
on the last trading day of the current month is treated for purposes of making allocations as if it owned the share throughout
the current month regardless of when such shareholder acquired such share. For example, an investor who buys a share on April 10
of a year and sells it on May 20 of the same year will be allocated all of the tax items attributable to April (because he is deemed
to hold it through the month of April) but will not be allocated any of the tax items attributable to May. The tax items attributable
to that share for May will be allocated to the person who is the actual or deemed holder of the share as of the close of business
on the last trading day of May.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Effective for any applicable period beginning
on or after January 1, 2018, USL intends to modify its monthly allocation convention. Under the modified monthly allocation convention
for any such period, an investor who holds a share as of the close of business on the last trading day of the previous month, such
investor will be treated for purposes of making allocations as if it owned the share throughout the current month even if such
investor disposes of such share during the current month. For example, an investor who buys a share on April 10 of a year and sells
it on May 20 of the same year will be allocated all of the tax items attributable to May (because he is deemed to hold it through
the last day of May) but will not be allocated any of the tax items attributable to April. The tax items attributable to that share
for April will be allocated to the person who is the actual or deemed holder of the share as of the close of business on the last
trading day of March.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">Under the monthly convention, an investor who
purchases and sells a share during the same month, and therefore does not hold (and is not deemed to hold) the share at the close
of business on the last trading day of either that month or the previous month, will receive no allocations with respect to that
share for any period. Accordingly, investors may receive no allocations with respect to shares that they actually held, or may
receive allocations with respect to shares attributable to periods that they did not actually hold the shares. As a result of the
transition to the new monthly convention, an investor who holds shares as of the last business day of December 2017 will be treated
for purposes of making allocations as if it owned the share throughout December 2017 and January 2018 regardless of when such investor
acquired or sold such share and therefor will be allocated the tax items for that month, as well as the tax items for December
2017 and January 2018.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">By investing in shares, a U.S. Shareholder agrees
that, in the absence of new legislation, regulatory or administrative guidance, or judicial rulings to the contrary, it will file
its U.S. income tax returns in a manner that is consistent with the monthly allocation convention as described above and with the
IRS Schedule K-1 or any successor form provided to shareholders by the USL.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">In addition, for any month in which a Creation
Basket is issued or a Redemption Basket is redeemed, USL generally will credit or debit the &ldquo;book&rdquo; capital accounts
of its existing shareholders with any unrealized gain or loss on USL&rsquo;s assets. The capital accounts as adjusted in this manner
will be used in making tax allocations intended to account for the differences between the tax basis and fair market value of the
assets of USL at the time new shares are issued or outstanding shares are redeemed (so-called &ldquo;reverse Code section 704(c)
allocations&rdquo;). The intended effect of these adjustments is to equitably allocate among shareholders any unrealized appreciation
or depreciation in USL&rsquo;s assets existing at the time of a contribution or redemption for book and tax purposes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">USL applies certain conventions in determining
and allocating items for tax purposes in order to reduce the complexity and costs of administration. USCF believes that application
of these conventions is consistent with the intent of the partnership provisions of the Code and the applicable Treasury Regulations,
and that the resulting allocations will have substantial economic effect or otherwise should be respected as being in accordance
with shareholders&rsquo; interests in USL for federal income tax purposes. The Code and existing Treasury Regulations do not expressly
permit adoption of these conventions although the monthly allocation convention described above is consistent with methods permitted
under the applicable Treasury Regulations, as well as the legislative history for the provisions that require allocations to appropriately
reflect changes in ownership interests. It is possible that the IRS could successfully challenge USL&rsquo;s allocations methods
on the ground that they do not satisfy the technical requirements off the Code or Treasury Regulations, requiring a shareholder
to report a greater or lesser share of items of income, gain, loss, deduction, or credit than if our method were respected. USCF
is authorized to revise our allocation method to conform to any method permitted under future Treasury Regulations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">The assumptions and conventions used in making
tax allocations may cause a shareholder to be allocated more or less income or loss for federal income tax purposes than its proportionate
share of the economic income or loss realized by USL during the period it held its shares. This &ldquo;mismatch&rdquo; between
taxable and economic income or loss in some cases may be temporary, reversing itself in a later period when the shares are sold,
but could be permanent.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><I>Section 754 Election</I>. USL has made the
election permitted by section 754 of the Code, which election is irrevocable without the consent of the Service. The effect of
this election is that, in connection with secondary market sales, we adjust the purchaser&rsquo;s proportionate share of the tax
basis of our assets to fair market value, as reflected in the price paid for the shares, as if the purchaser had directly acquired
an interest in our assets. The section 754 election is intended to eliminate disparities between a partner&rsquo;s basis in its
partnership interest and its share of the tax bases of the partnership&rsquo;s assets, so that the partner&rsquo;s allocable share
of taxable gain or loss on a disposition of an asset will correspond to its share of the appreciation or depreciation in the value
of the asset since it acquired its interest. Depending on the price paid for shares and the tax bases of USL&rsquo;s assets at
the time of the purchase, the effect of the section 754 election on a purchaser of shares may be favorable or unfavorable. In order
to make the appropriate basis adjustments in a cost-effective manner, USL will use certain simplifying conventions and assumptions.
In particular, all transfers of shares in USL will be deemed to take place at a price (the &ldquo;single monthly price&rdquo;)
equal to the value of such share at the end of the Business Day during the month in which the transfer takes place on which the
value of a share is lowest at close of the market. Adjustments to be made under Sections 734(b) and 743(b) of the Code will be
made using the same monthly convention, including by reference to the single monthly price. It is possible the IRS will successfully
assert that the conventions and assumptions applied are improper and require different basis adjustments to be made, which could
adversely affect some shareholders.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B></B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>Under &ldquo;ADDITIONAL INFORMATION ABOUT USL, ITS INVESTMENT
OBJECTIVE AND INVESTMENTS&rdquo;, immediately following the section entitled &ldquo;<I>Backup Withholding</I>&rdquo; on page 45,
insert the following section:</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt"><B>Tax Agent </B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 10pt; text-indent: 0.5in">The beneficial owners who are of a type,
as identified by the nominee through whom their Shares are held, that do not ordinarily have U.S. federal tax return filing requirements,
collectively, Certain K-1 shareholders, have designated the General Partner as their tax agent, or the Tax Agent, in dealing with
the Partnership. In light of such designation and pursuant to Treasury Regulation section 1.6031(b)-1T(c), as amended from time
to time, the Partnership will provide to the Tax Agent Certain K-1 shareholders&rsquo; statements as such term is defined under
Treasury Regulation section 1.6031(b)-1T(a)(3), as amended from time to time.</P>



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