Correspondence 0001171200-24-000164 from United States 12 Month Oil Fund, LP (USL) (CIK 0001405528) (USL)
United States 12 Month Oil Fund, LP (USL) (CIK 0001405528)
Date: April 10, 2024 · CIK: 0001405528 · Accession: 0001171200-24-000164
AI Filing Summary & Sentiment
File numbers found in text: 333-270699
Referenced dates: April 5, 2024
Letter
Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 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 Mr. Stanton:
On behalf of United States 12 Month Oil Fund, LP (the “Fund”), set forth below is the Fund’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 that certain letter dated April 5, 2024, relating to the above referenced Registration Statement (the “Registration Statement”). The Staff’s comment is set forth below in italics, followed by the Fund’s response.
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 any 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 years and any subsequent interim period preceding your dismissal of Spicer Jeffries LLP.
Response: The Registration Statement has been revised 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.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
D: 202.383.0262
F: 202.637.3593
Owenpinkerton@eversheds-sutherland.us
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.
Response: The Registration Statement has been revised to incorporate the requested letter by reference to the Fund’s Current Report on Form 8-K filed on November 16, 2023.
If you have any questions about the foregoing, please do not hesitate to contact me at (202) 383-0262 or Eric Simanek at (202) 220-8412.
Sincerely,
/s/
Owen J. Pinkerton
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Eversheds
Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
D: 202.383.0262
F: 202.637.3593
Owenpinkerton@eversheds-sutherland.us
April 10, 2024
Via
EDGAR
Austin Stanton
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
Post-Effective Amendment No. 1 to Form S-3 on Form S-1
Filed March 20, 2024
File No. 333-270699
Dear Mr.
Stanton:
On behalf of United
States 12 Month Oil Fund, LP (the “Fund”),
set forth below is the Fund’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 that certain letter dated April 5, 2024, relating to the above referenced Registration Statement (the “Registration
Statement”). The Staff’s comment is set forth below in italics, followed by the Fund’s response.
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
any 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 years and any subsequent interim period
preceding your dismissal of Spicer Jeffries LLP.
Response:
The Registration Statement has been revised 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.
Eversheds
Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington, DC 20001-3980
D: 202.383.0262
F: 202.637.3593
Owenpinkerton@eversheds-sutherland.us
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.
Response:
The Registration Statement has been revised to incorporate the requested letter by reference to the Fund’s Current Report on Form
8-K filed on November 16, 2023.
If you have
any questions about the foregoing, please do not hesitate to contact me at (202) 383-0262 or Eric Simanek at (202) 220-8412.
Sincerely,
/s/
Owen J. Pinkerton
Owen J. Pinkerton, a partner
cc:
Raymond
A. Ramirez, Esq.
Eric
D. Simanek, Esq.
Daphne G. Frydman, Esq.
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.