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United States securities and exchange commission logo





                               May 29, 2020

       John P. Love
       Chief Executive Officer
       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
                                                            Registration
Statement on Form S-1
                                                            Filed May 15, 2020
                                                            File No. 333-238283

       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-1

       Risk Factors Involved With An Investment in USL, page 4

   1.                                                   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
investment in USL is not a proxy for investing in the oil markets.
       Correlation Risk
       Accountability levels, position limits, and daily price fluctuation
limits, page 8

   2.                                                   Please update your
disclosure in the risk factor on page 8 to disclose the the position limits
                                                        set forth in the April
23, 2020 CME letter, which supersedes the April 16, 2020 letter. In
 John P. Love
FirstName LastNameJohn P. LoveLP
United States 12 Month Oil Fund,
Comapany NameUnited States 12 Month Oil Fund, LP
May 29, 2020
May 29, 2020 Page 2
Page 2
FirstName LastName
         this regard, we note your disclosure on page 16 of your Form 10-Q for
the quarter ended
         March 31, 2020.
Other Risks
USL and USCF may have additional conflicts of interests, page 14

3.       We note that you are holding and may continue to invest in the same
type of oil futures
         contracts that other USCF funds currently hold and purchase pursuant
to their investment
         strategy. For example, it appears there is 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 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.
General

4.       We note your disclosure on page 16 of your Form 10-Q for the quarter
ended March 31,
         2020 that "[d]ue to evolving market conditions, a change in regulator
accountability levels
         and position limits imposed on USL with respect to its investment in
Oil Futures
         Contracts as discussed in the CME Letters, additional or different
risk mitigation measures
         taken by USL's FCM with respect to USL acquiring additional Oil
Futures contracts, USL
         intends to invest in other permitted investments, beyond the Benchmark
Oil Futures
         Contract." Please revise the disclosure in your registration statement
to describe your
         current plans, if any, to invest in these "other permitted
investments." If you do not have
         any current plans to change your investment strategy, please disclose
this.
5.       Please describe any constraints placed on you by your your FCM and how
those
         constraints impact your ability to invest in the Benchmark Oil Futures
Contract or any
         other oil futures contracts. In this regard, we note your disclosure
in your Form 10-Q for
         the quarter ended March 31, 2020 that addresses risk mitigation
measures taken by your
         FCM with respect to the acquisition of additional oil futures
contracts. In addition, please
         file your agreement with your FCM as an exhibit to the registration
statement.
        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.
 John P. Love
United States 12 Month Oil Fund, LP
May 29, 2020
Page 3

        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 12 Month Oil Fund, LP
                                                         Division of
Corporation Finance
May 29, 2020 Page 3                                      Office of Finance
FirstName LastName
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