United States securities and exchange commission logo
May 29, 2020
John P. Love
Chief Executive Officer
United States Brent Oil Fund, LP
1850 Mt. Diablo Boulevard, Suite 640
Walnut Creek, CA 94596
Re: United States Brent
Oil Fund, LP
Registration
Statement on Form S-3
Filed May 15, 2020
File No. 333-238282
Dear Mr. Love:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
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.
2. Please add a new risk
factor that addresses the risks to investors with using the fund as a
proxy for investing
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.
3. Please add a new risk
factor that addresses any constraints placed on you by your FCM
John P. Love
United States Brent Oil Fund, LP
May 29, 2020
Page 2
and how those constraints may impact your ability to invest in the 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.
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.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Sonia Bednarowski at 202-551-3666 or Dietrich King at
202-551-8071
with any questions.
FirstName LastNameJohn P. Love Sincerely,
Comapany NameUnited States Brent Oil Fund, LP
Division of
Corporation Finance
May 29, 2020 Page 2 Office of
Finance
FirstName LastName