SEC Company Response from United States 12 Month Oil Fund, LP (USL) (CIK 0001405528) (USL) — Apr 10, 2020
United States 12 Month Oil Fund, LP (USL) (CIK 0001405528)
Date: April 10, 2020 · CIK: 0001405528 · Accession: 0001171200-20-000235
AI Filing Summary & Sentiment
File numbers found in text: 333-237183
Referenced dates: March 25, 2020
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Re: United States 12 Month Oil Fund, LP Registration Statement on Form S-3 Filed March 13, 2020 File No. 333-237183
Dear Ms. Block:
On behalf of United States 12 Month Oil Fund, LP (the “Company”), set forth below is the Company’s response to the comment provided by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission) in its letter dated March 25, 2020, relating to the above referenced Registration Statement (the “Registration Statement”). The Staff’s comment is set forth below in italics followed by the Company’s response. We are concurrently submitting via EDGAR this letter and an amendment to the Registration Statement (“Amendment No. 1”). For the Staff’s reference, we have included both a clean copy of Amendment No. 1 and a copy marked to show all changes from the version filed on March 13, 2020.
1. We note that you do not appear to be eligible to conduct a primary offering pursuant to General Instruction I.B.1. on Form S-3. Please advise whether you believe you are eligible to conduct a primary offering on Form S-3 pursuant to General Instruction I.B.1. To the extent you do not meet the public float requirement in General Instruction I.B.1., and instead intend to rely upon General Instruction I.B.6., please revise to include the information required by Instruction 7 to General Instruction I.B.6. on the prospectus cover page.
Response: The Company acknowledges the Staff’s comment and hereby advises the Staff that, due to current market volatility, it is not eligible to conduct a primary offering on Form S-3 pursuant to General Instruction I.B.1. As such, the Company has filed Amendment No.1 to convert to a Form S-1 and has revised the relevant portions of the Registration Statement accordingly.
Eversheds Sutherland (US) LLP is part of a global legal practice, operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure and a list of offices, please visit www.eversheds-sutherland.com.
April 10, 2020
Page 2
Additionally, the Company advises the Staff that Amendment No. 1 includes changes to address comments received from the National Futures Association on March 20, 2020 and immaterial changes to update the disclosure through the date of filing.
If you have any questions about the foregoing, please do not hesitate to contact me at (202) 383.0180 or JamesCain@eversheds-sutherland.us.
Sincerely,
/s/ James M. Cain
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Eversheds
Sutherland (US) LLP
700 Sixth Street, NW,
Suite 700
Washington, DC 20001-3980
D: (202) 383.0180
F: (202) 637.3593
JamesCain@eversheds-sutherland.com
April 10, 2020
Via EDGAR
Susan Block
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549-4561
Re: United States 12 Month Oil Fund, LP
Registration Statement on Form S-3
Filed March 13, 2020
File No. 333-237183
Dear
Ms. Block:
On behalf of United States 12 Month
Oil Fund, LP (the “Company”), set forth below is the Company’s response to the comment provided
by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission) in its letter dated March 25, 2020, relating to the above referenced Registration Statement
(the “Registration Statement”). The Staff’s comment is set forth below in italics followed by the
Company’s response. We are concurrently submitting via EDGAR this letter and an amendment to the Registration Statement (“Amendment
No. 1”). For the Staff’s reference, we have included both a clean copy of Amendment No. 1 and a copy marked
to show all changes from the version filed on March 13, 2020.
1. We note that you do not appear to be eligible to conduct a primary
offering pursuant to General Instruction I.B.1. on Form S-3. Please advise whether you believe you are eligible to conduct a primary
offering on Form S-3 pursuant to General Instruction I.B.1. To the extent you do not meet the public float requirement in General
Instruction I.B.1., and instead intend to rely upon General Instruction I.B.6., please revise to include the information required
by Instruction 7 to General Instruction I.B.6. on the prospectus cover page.
Response: The Company
acknowledges the Staff’s comment and hereby advises the Staff that, due to current market volatility, it is not eligible
to conduct a primary offering on Form S-3 pursuant to General Instruction I.B.1. As such, the Company has filed Amendment No.1
to convert to a Form S-1 and has revised the relevant portions of the Registration Statement accordingly.
Eversheds Sutherland (US) LLP is part of a global legal practice,
operating through various separate and distinct legal entities, under Eversheds Sutherland. For a full description of the structure
and a list of offices, please visit www.eversheds-sutherland.com.
April 10, 2020
Page 2
Additionally, the Company advises the Staff
that Amendment No. 1 includes changes to address comments received from the National Futures Association on March 20, 2020 and
immaterial changes to update the disclosure through the date of filing.
If you have any questions about the foregoing, please do not hesitate
to contact me at (202) 383.0180 or JamesCain@eversheds-sutherland.us.
Sincerely,
/s/ James M. Cain
James M. Cain, a partner