SEC Comment Letter 0000000000-24-003704 to United States 12 Month Oil Fund, LP (USL) (CIK 0001405528) (USL)
United States 12 Month Oil Fund, LP (USL) (CIK 0001405528)
Date: April 5, 2024 · CIK: 0001405528 · Accession: 0000000000-24-003704
AI Filing Summary & Sentiment
File numbers found in text: 333-270699
Letter
United States securities and exchange commission logo April 5, 2024 Daphne G. Frydman General Counsel United States 12 Month Oil Fund, LP 1850 Mt. Diablo Boulevard, Suite 640 Walnut Creek, CA 94596 Re:United States 12 Month Oil Fund, LP Post-Effective Amendment No. 1 to Form S-3 on Form S-1 Filed March 20, 2024 File No. 333-270699 Dear Daphne G. Frydman: We have reviewed your post-effective amendment and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Post-Effective Amendment No. 1 to Form S-3 on Form S-1 filed March 20, 2024 Legal Matters Experts, page 51 1.We note on November 14, 2023, you dismissed Spicer Jeffries LLP as your independent accountant and retained Cohen & Company, Ltd. as a replacement. Please revise this section to include the disclosures required by Item 304 of Regulation S-K, including:
•Disclose whether for either of the past two fiscal years Spicer Jeffries LLP's audit reports contained an adverse opinion or disclaimer of opinion or were qualified or modified as to uncertainty, audit scope or accounting principles. If applicable, also describe the nature of each such adverse opinion, disclaimer of opinion, qualification or modification. Refer to Item 304(a)(1)(ii) of Regulation S-K. •Disclose whether there were any disagreements with Spicer Jeffries LLP as defined in Item 304(a)(1)(iv) of Regulation S-K and whether any reportable events occurred as defined in Item 304(a)(1)(v) of Regulation S-K during the two most recent fiscal
FirstName LastNameDaphne G. Frydman Comapany NameUnited States 12 Month Oil Fund, LP April 5, 2024 Page 2 FirstName LastName Daphne G. Frydman United States 12 Month Oil Fund, LP April 5, 2024 Page 2 years and any subsequent interim period preceding your dismissal of Spicer Jeffries LLP. Item 16. Exhibits and Financial Statement Schedules, page II-2 2.Please amend your filing to include a letter filed as an exhibit from Spicer Jeffries LLP stating whether it agrees with the statements disclosed in the section headed "Experts" in accordance with Items 304(a)(3) and 601(b)(16) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Austin Stanton at 202-551-2197 or David Gessert at 202-551-2326 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Owen J. Pinkerton
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United States securities and exchange commission logo
April 5, 2024
Daphne G. Frydman
General Counsel
United States 12 Month Oil Fund, LP
1850 Mt. Diablo Boulevard, Suite 640
Walnut Creek, CA 94596
Re:United States 12 Month Oil Fund, LP
Post-Effective Amendment No. 1 to Form S-3 on Form S-1
Filed March 20, 2024
File No. 333-270699
Dear Daphne G. Frydman:
We have reviewed your post-effective amendment and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-3 on Form S-1 filed March 20, 2024
Legal Matters
Experts, page 51
1.We note on November 14, 2023, you dismissed Spicer Jeffries LLP as your independent
accountant and retained Cohen & Company, Ltd. as a replacement. Please revise this
section to include the disclosures required by Item 304 of Regulation S-K, including:
•Disclose whether for either of the past two fiscal years Spicer Jeffries LLP's audit
reports contained an adverse opinion or disclaimer of opinion or were qualified or
modified as to uncertainty, audit scope or accounting principles. If applicable, also
describe the nature of each such adverse opinion, disclaimer of opinion, qualification
or modification. Refer to Item 304(a)(1)(ii) of Regulation S-K.
•Disclose whether there were any disagreements with Spicer Jeffries LLP as defined
in Item 304(a)(1)(iv) of Regulation S-K and whether any reportable events occurred
as defined in Item 304(a)(1)(v) of Regulation S-K during the two most recent fiscal
FirstName LastNameDaphne G. Frydman
Comapany NameUnited States 12 Month Oil Fund, LP
April 5, 2024 Page 2
FirstName LastName
Daphne G. Frydman
United States 12 Month Oil Fund, LP
April 5, 2024
Page 2
years and any subsequent interim period preceding your dismissal of Spicer Jeffries
LLP.
Item 16. Exhibits and Financial Statement Schedules, page II-2
2.Please amend your filing to include a letter filed as an exhibit from Spicer Jeffries LLP
stating whether it agrees with the statements disclosed in the section headed "Experts" in
accordance with Items 304(a)(3) and 601(b)(16) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Austin Stanton at 202-551-2197 or David Gessert at 202-551-2326 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Owen J. Pinkerton