SecProbe.io

CORRESP
1
filename1.htm

    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

June
3, 2020

Via EDGAR

Sonia Bednarowski

Dietrich King

United States
Securities and Exchange Commission

Division of
Corporation Finance

100 F Street,
NE

Washington,
DC 20549-4561

 Re: United
                                         States Brent Oil Fund, LP

Registration
Statement on Form S-3

Filed
May 15, 2020

File
No. 333-238282

Dear
Ms. Bednarowski and Mr. King:

On behalf of
United States Brent Oil Fund, LP (the “Fund”), set forth below are the Fund’s responses to the
comments 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 May 29, 2020, relating to the above
referenced Registration Statement (the “Registration Statement”). Each of the Staff’s comments
is set forth below in italics followed by the Fund’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 May 15, 2020.

Registration
Statement on Form S-3

Risk Factors
Involved with an Investment in BNO, page 4

 1. Please
                                         add a new risk factor that addresses the market, dilution and other risks associated
                                         with your ability to sell up to 335,350,000 shares pursuant to the current registration
                                         statement.

Response:
There is no need to add an additional risk factor since the current risk factors address the relevant risks to investors. These
risk factors include, among others, “Accountability levels, position limits, and daily price fluctuation limits set
by the exchanges have the potential to cause tracking error, by limiting BNO’s investments, including its ability to fully
invest in the Benchmark Futures Contract, which could cause the price of shares to substantially vary from the price of the Benchmark
Futures Contract,” and “BNO and USCF may have conflicts of interest, which may permit
them to favor their own interests to the detriment of shareholders.”

Moreover,
we have reduced the number of shares to be registered under the current registration statement to 182,600,000 (which is the sum
of new shares being registered (150,000,000) and 32,600,000 carry over shares). The number of shares to be registered, the current
and the historical number of outstanding shares of the Fund, the size of the Brent oil futures contracts market, and the reasonably-expected
redemptions of the Fund shares, taken together, support the position that there is no need to add an additional risk factor. From
inception of trading of shares of the Fund on June 2, 2010 to March 1, 2020, the Fund averaged approximately 4.5 million shares
outstanding.  (This average goes up to approximately 8 million shares from inception to May 29, 2020.)  Also, prior
to March 1, 2020, the Fund had only issued approximately 26.1 million shares.  While over 41.7 million shares were issued
between March 2020 and May 2020 (62% of all shares registered over ten years), that was likely driven by the unavailability of
new shares in the United States Oil Fund, LP, the volatility in the crude oil markets and the meteoric drop of the CME CL front
month futures contract. We are of the view that the foregoing circumstances are unlikely to repeat themselves and the risks to
investors associated with those events are already sufficiently addressed in the prospectus.

    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.

        June 3, 2020

        Page 2

Based
on the foregoing, including the Fund’s historical issuances and redemptions of shares to date and the size of the Brent
oil futures contracts market, the Fund reasonably anticipates that, if all of the shares registered were sold, the Fund would
be able to pursue its investment objective by investing in the Benchmark Futures Contract and remain well within the current
accountability level and position limits imposed by the relevant exchanges and the limits imposed by regulation. In addition,
we also note that the Fund’s futures commission merchants (“FCMs”) have not imposed limits on the
Fund’s ability to invest in the Benchmark Futures Contract or other oil futures contracts.

 2. Please
                                         add a new risk factor that addresses the risks to investors with using the fund as a
                                         proxy for investing in oil. Specifically address the risks to non-professional investors
                                         who are not experienced in investing oil futures and may not have ready access to the
                                         types of information that professional investors may have. In this regard, we note your
                                         disclosure on page 4 that an investment in BNO is not a proxy for investing in the oil
                                         markets.

Response:
We have revised the existing risk factor, “An investment in BNO is not a proxy for investing in the crude oil markets,
and the daily percentage changes in the price of the Benchmark Futures Contract, or the NAV of BNO, may not correlate with daily
percentage changes in the spot price of Brent crude oil” and made other revisions in the prospectus to address this
comment.

 3. Please
                                         add a new risk factor that addresses any constraints placed on you by your FCM and how
                                         those constraints may impact your ability to invest in the Benchmark Futures Contract
                                         or any other oil futures contracts. Alternatively, please tell us why such a risk factor
                                         is not necessary. In addition, please file your agreement with your FCM as an exhibit
                                         to your registration statement.

Response:	Neither
of the Fund’s FCMs have imposed any risk mitigation measures that limit the ability of the Fund to acquire additional oil
futures contracts. The only such risk mitigation measures have been imposed on United States Oil Fund, LP.

We
have also filed as exhibits to the Registration Statement, by incorporation by reference to the relevant previously filed Current
Report on Form 8-K, the forms of the Fund’s agreements with its two FCMs.

        June 3, 2020

        Page 3

Other Risks

BNO and USCF
may have conflicts of interest, page 14

 4. We
                                         note that you are holding and may continue to invest in the same type of oil futures
                                         contracts that other USCF funds may hold and purchase pursuant to their investment strategy.
                                         For example, it appears there is potential overlap between the investments currently
                                         held by you and the United States Oil Fund, LP. It also appears that the limits imposed
                                         in the CME Letters apply to both of these oil funds. Please address here and throughout
                                         whether your current investment strategy creates additional actual or potential conflicts
                                         of interest with USCF’s other oil funds, describing the conflicts and the material
                                         risks they represent to investors.

Response:
The sort of conflicts described above have not, and do not currently, exist. The Fund does not hold the same type of oil futures
contract invested in by other related public funds operated by the general partner of the Fund, including the United States Oil
Fund, LP. The limits imposed by the CME do not apply to the investments held by the Fund.

We
recognize there is a possibility that a related public fund could invest in the same oil futures contracts as the Fund. While
this specific conflict of interest risk currently does not exist, we have revised the conflict of interest risk factor to
address potential conflicts of the sort described in your comment and have included a cross reference to the section of the
prospectus that already addresses in greater detail conflicts of interest, including this risk. See
“Conflicts of Interest” at page 34.

If you
have any questions about the foregoing, please do not hesitate to contact me at (202) 383.0180 or JamesCain@eversheds-sutherland.com.

Sincerely,

/s/
James M. Cain

James
M. Cain, a partner

Attachments