Delaware		6799		20-2830691
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount to be

Offering

Aggregate

Registration

Securities to be Registered

Registered

Price per unit(1)

Offering Price(1)

Fee(2)

Units of United States Oil Fund, LP

17,000,000 units

$61.58

$1,046,860,000

$111,362.93

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933. The price of each unit was estimated based on the closing price of near month oil futures contracts on the New York Mercantile Exchange of $61.58 on March 7, 2006.
(2)	Reflects prior payment of registration fee of $5,937.97 for 1,000,000 of the 17,000,000 units pursuant to the initial registration statement. The fee for the remaining units was based upon the Proposed Maximum Offering Price per unit above.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

	•	The initial authorized purchaser will, subject to conditions, purchase the initial creation basket of 100,000 units at an initial offering price per unit equal to the closing price of near month oil futures contracts for light, sweet crude oil as listed on the New York Mercantile Exchange on the last business day prior to the effective date of the registration statement relating to this prospectus. The effective date will be the date the first creation basket is sold and the proceeds are invested. The per unit price of units offered in creation baskets on any subsequent day will be the total net asset value of USOF calculated shortly after the close of the American Stock Exchange on that day divided by the number of issued and outstanding units.
	•	Authorized purchasers will be the only persons that may place orders to create and redeem baskets. An authorized purchaser is under no obligation to create or redeem baskets, and an authorized purchaser is under no obligation to offer to the public units of any baskets it does create. Authorized purchasers that do offer to the public units from the baskets they create will do so at per-unit offering prices that are expected to reflect, among other factors, the trading price of the units on the American Stock Exchange, the net asset value of USOF at the time the authorized purchaser purchased the creation basket and the net asset value of the units at the time of the offer of the units to the public, the supply of and demand for units at the time of sale, and the liquidity of the oil futures contract market and the market for other oil interests, and are expected to fall between USOF’s net asset value and the trading price of the units on the American Stock Exchange at the time of sale. Units initially comprising the same basket but offered by authorized purchasers to the public at different times may have different offering prices. Units are expected to trade in the secondary market on the American Stock Exchange. Units may trade in the secondary market at prices that are lower or higher relative to their net asset value per unit. The amount of the discount or premium in the trading price relative to the net asset value per unit may be influenced by various factors, including the number of investors who seek to purchase or sell units in the secondary market and the liquidity of the oil futures contract market and the market for other oil interests. Authorized purchasers will not be required to sell any specific number or dollar amount of units.

	•	Investing in oil interests subjects USOF to the risks of the oil industry and this could result in large fluctuations in the price of USOF’s units.
	•	If certain correlations do not exist, then investors may not be able to use USOF as a cost effective way to invest indirectly in oil or as a hedge against the risk of loss in oil-related transactions.
	•	USOF does not expect to make cash distributions.
	•	USOF and its general partner may have conflicts of interest, which may permit them to favor their own interests to your detriment.
	•	USOF has no operating history so there is no performance history to serve as a basis for you to evaluate an investment in USOF.

		Per Unit				Per Basket
Price of the units in the first basket sold		$				$

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AS OF THE DATE OF THIS PROSPECTUS THIS POOL HAD NOT COMMENCED TRADING AND DID NOT HAVE ANY PERFORMANCE HISTORY

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Prospectus Summary			1
	Overview of USOF		1
	The Units		3
	USOF’s Investments in Oil Interests		3
	Principal Investment Risks of an Investment in USOF		4
	Principal Offices of USOF and the General Partner		6
	Financial Condition of USOF		6
	Breakeven Analysis		6
What are the Risk Factors Involved with an Investment in USOF?			11
	Risks Associated With Investing Directly or Indirectly in Oil		11
	USOF’s Operating Risks		16
	Risk of Leverage and Volatility		22
	Over-the-Counter Contract Risk		22
	Risk of Trading in International Markets		23
	Tax Risk		24
	Legal Risks		25
The Offering			25
	What is USOF?		25
	Who is the General Partner?		25
	How Does USOF Operate?		29
	What is USOF’s Investment Strategy?		34
	What are Oil Futures Contracts?		35
	What is the Light, Sweet Crude Oil Market?
	How Will USOF Purchase and Sell Oil Futures Contracts?		39
	What is the Flow of Units?		40
	What are the Trading Policies of USOF?		40
	Who are the Service Providers?		42
	What is the Plan of Distribution?		45
	Use of Proceeds		52
	The Commodity Interest Markets		52
	Potential Advantages of Investment		61
Management’s Discussion and Analysis of Financial Condition and Results of Operations			61
	Limited Partnership Agreement		64
	Fees of USOF		66
	The General Partner Has Conflicts of Interest		66
	The General Partner’s Responsibility and Remedies		67
	Liability and Indemnification		68
	Provisions of Law		68
	Books and Records		69
	Analysis of Critical Accounting Policies		69
	Statements, Filings, and Reports		69
	Fiscal Year		70
	Governing Law; Consent To Delaware Jurisdiction		70
	Legal Matters		71
	Privacy Policy		71
	U.S. Federal Income Tax Considerations		71
	Backup Withholding		80
	Other Tax Considerations		80
Information You Should Know			84
Statement Regarding Forward-Looking Statements			84
Where You Can Find More Information			84

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Patent Application Pending			85
Index to Financial Statements			F-1
	Report of the Independent Auditors		F-2, F-8
Glossary of Defined Terms			App-1
STATEMENT OF ADDITIONAL INFORMATION			SAI-1
	Overview of Petroleum Industry		SAI-3
	Overview of Crude Oil		SAI-3
	Crude Oil Regulation		SAI-6
PART II			II-1
	Item 13.  Other Expenses of Issuance and Distribution		II-1
	Item 14.  Indemnification of Directors and Officers		II-1
	Item 15.  Recent Sales of Unregistered Securities		II-2
	Item 16.  Exhibits and Financial Statement Schedules		II-3
	Item 17.  Undertakings		II-3
SIGNATURES			II-6
EXHIBIT INDEX

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	Investing in oil interests subjects USOF to the risks of the crude oil industry and this could result in large fluctuations in the price of USOF’s units.

	•	no commercially productive crude oil or natural gas reservoirs will be found;
	•	crude oil and natural gas drilling and production activities may be shortened, delayed or canceled;
	•	the ability to of an oil producer to develop, produce and market reserves may be limited by:

	•	title problems,
	•	political conflicts, including war
	•	weather conditions,
	•	compliance with governmental requirements,
	•	refinery capacity, and
	•	mechanical difficulties or shortages or delays in the delivery of drilling rigs and other equipment;

	•	decisions of the cartel of oil producing countries (e.g., OPEC, the Organization of the Petroleum Exporting Countries), to produce more or less oil;
	•	increases in oil production due to price rises may make it more economical to extract oil from additional sources and may later temper further oil price increases;
	•	economic activity of users, as certain economies’ oil consumption increases (e.g., China, India) and as economies contract (in a recession or depression), oil demand and prices fall.

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The price of USOF’s units may be influenced by factors such as the short-term supply and demand for oil and the short-term supply and demand for USOF’s units. This may cause the units to trade at a price that is above or below USOF’s NAV per unit. Accordingly, the price of units may substantially vary from the spot price of WTI light, sweet crude oil. If this variation occurs, then you may not be able to effectively use USOF as a way to hedge against oil-related losses or as a way to indirectly invest in oil.

	USOF’s NAV may not correlate with the price of the Benchmark Oil Futures Contract. If this were to occur, you may not be able to effectively use USOF as a way to hedge against oil-related losses or as a way to indirectly invest in oil.

	•	USOF (i) may not be able to buy/sell the exact amount of Oil Futures Contracts and Other Oil Interests to have a perfect correlation with NAV; (ii) may not always be able to buy and sell Oil Futures Contracts or Other Oil Interests at the market price; (iii) may not experience a perfect correlation between the spot price of WTI light, sweet crude oil and the underlying investments in Oil Futures Contracts and Other Oil Interests and Treasuries; and (iv) is required to pay brokerage fees and the management fee, which will have an effect on the correlation.
	•	Short-term supply and demand for WTI light, sweet crude oil may cause the market price of the Benchmark Oil Futures Contract to vary from USOF’s NAV if USOF has fully invested in Oil Futures Contracts that do not reflect such supply and demand and it is unable to replace such contracts with Oil Futures Contracts that do reflect such supply and demand. In addition, there are also technical differences between the two markets, e.g., one is a physical market while the other is a futures market traded on exchanges, that may cause a variations between the spot price of oil and the prices of related futures contracts.
	•	USOF plans to buy only as many Oil Futures Contracts and Other Oil Interests that it can to get the NAV as close as possible to the price of the Benchmark Oil Futures Contract. The remainder of its assets will be invested in Treasuries, cash and cash equivalents and will be used to satisfy initial margin and additional margin requirements, if any, and to otherwise support its investments in oil interests. Investments in Treasuries, cash and cash equivalents, both directly and as margin, will provide rates of return that will vary from changes in the value of the spot price of WTI light, sweet crude oil.
	•	In addition, because USOF will incur certain expenses in connection with its investment activities, and will hold most of its assets in more liquid short-term securities for margin and other liquidity purposes and for redemptions that may be necessary on an ongoing basis, the General Partner will not be able to fully invest USOF’s assets in Oil Futures Contracts or Other Oil Interests and there cannot be perfect correlation between USOF’s NAV and the price of the Benchmark Oil Futures Contract.
	•	As USOF grows, there may be more or less correlation. For example, if USOF only has enough money to buy three Benchmark Oil Futures Contracts and it needs to buy four contracts to track

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		the price of oil then the correlation will be lower, but if it buys 20,000 Benchmark Oil Futures Contracts and it needs to buy 20,001 contracts then the correlation will be higher. At certain asset levels, USOF may be limited in its ability to purchase the Benchmark Oil Futures Contract or other Oil Futures Contracts due to speculative position limits imposed by the relevant exchanges. To the extent that USOF invests in these other Oil Futures Contracts or Other Oil Interests the correlation with the Benchmark Oil Futures Contracts may be lower. If USOF is required to invest in other Oil Futures Contracts and Other Oil Interests that are less correlated with the Benchmark Oil Futures Contract, USOF would likely invest in over-the-counter contracts to increase the level of correlation of USOF’s assets. Over-the-counter contracts entail certain risks described below under “Over-the-Counter Contract Risk.”
	•	USOF may not be able to buy the exact number of Oil Futures Contracts and Other Oil Interests to have a perfect correlation with NAV if the purchase price of Oil Futures Contracts required to be fully invested in such contracts is higher than the proceeds received for the sale of a Creation Basket on the day the basket was sold. In such case, USOF could not invest the entire proceeds from the purchase of the Creation Basket in such futures contracts (for example, assume USOF receives $6,679,000 for the sale of a Creation Basket and assume that the price of an Oil Futures Contract for WTI light, sweet crude oil is $66,800, then USOF could only invest in only 99 Oil Futures Contracts with an aggregate value of $6,613,200). USOF would be required to invest a percentage of the proceeds in Treasuries to be deposited as margin with the futures commission merchant through which the contract was purchased. The remainder of the purchase price for the Creation Basket would remain invested in cash and Treasuries as determined by the General Partner from time to time based on factors such as potential calls for margin or anticipated redemptions. If the trading market for Oil Futures Contracts is suspended or closed, USOF may not be able to purchase these investments at the last reported price for such investments.

	The Benchmark Oil Futures Contract may not correlate with the spot price of WTI light, sweet, crude oil and this could cause the price of units to substantially vary from the spot price of WTI light, sweet crude oil. If this were to occur, then you may not be able to effectively use USOF as a way to hedge against oil-related losses or as a way to indirectly invest in oil.

	USOF may experience a loss if it is required to sell Treasuries at a price lower than the price at which they were acquired.

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	Certain of USOF’s investments could be illiquid which could cause large losses to investors at any time or from time to time.

	If the nature of hedgors and speculators in futures markets has shifted such that oil purchasers are the predominant hedgors in the market, USOF might have to reinvest at higher futures prices or choose Other Oil Interests.

	While USOF does not intend to take physical delivery of oil under Oil Futures Contracts, physical delivery under such contracts impacts the value of the contracts.

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	Regulation of the commodity interests and energy markets is extensive and constantly changing; future regulatory developments are impossible to predict but may significantly and adversely affect USOF.

	If you are investing in USOF for purposes of hedging, you might be subject to several risks including the possibility of losing the benefit of favorable market movement.

	An investment in USOF may provide you little or no diversification benefits. Thus, in a declining market, USOF may have no gains to offset your losses from other investments, and you may suffer losses on your investment in USOF at the same time you incur losses with respect to other asset classes.

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	USOF is not a regulated investment company so you do not have the protections of the Investment Company Act of 1940.

	USOF has no operating history so there is no performance history to serve as a basis for you to evaluate an investment in USOF.

	The General Partner is leanly staffed and relies heavily on key personnel to manage trading activities.

	There are position limits and the potential of tracking error, which could cause the price of units to substantially vary from the spot price of WTI light, sweet crude oil and you may not be able to effectively use USOF as a way to hedge against oil-related losses or as a way to indirectly invest in oil.

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	There are technical and fundamental risks inherent in the trading system the General Partner intends to employ.

	USOF and the General Partner may have conflicts of interest, which may permit them to favor their own interests to your detriment.

	Only limited partners have voting rights, and such rights are limited. Limited partners will not participate in the management of USOF and do not control the General Partner so they will not have influence over basic matters that affect USOF.

	The General Partner may manage a large amount of assets and this could affect USOF’s ability to trade profitably.

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	USOF could terminate at any time and cause the liquidation and potential loss of your investment and could upset the overall maturity and timing of your investment portfolio.

	Limited Partners may not have limited liability in certain circumstances, including potentially having liability for the return of wrongful distributions.

	With adequate notice, a limited partner may be required to withdraw from the partnership for any reason.

	USOF’s existing units are, and any units USOF issues in the future will be, subject to restrictions on transfer. Failure to satisfy these requirements will preclude you from being able to have all the rights of a limited partner.

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	USOF does not expect to make cash distributions.

	There is a risk that USOF will not earn trading gains sufficient to compensate for the fees and expenses that it must pay and as such USOF may not earn any profit.

	USOF, to date, has depended upon its affiliates to pay all its expenses. If this offering of units does not raise sufficient funds to pay USOF’s future expenses, its affiliates no longer pay such expenses and no other source of funding of expenses is found, USOF will terminate and investors may lose all or part of their investment.

	USOF may incur higher fees and expenses upon renewing existing or entering into new contractual relationships.

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	USOF may miss certain trading opportunities because it will not receive the benefit of the expertise of trading advisors.

	An unanticipated number of redemption requests during a short period of time could have an adverse effect on the NAV of USOF.

	The failure or bankruptcy of a clearing broker could result in a substantial loss of USOF’s assets.

	Third parties may infringe or otherwise violate intellectual property rights or assert that the General Partner has infringed or otherwise violated their intellectual property rights, which may result in significant costs and diverted attention.

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	The success of USOF depends on the ability of the General Partner to accurately implement trading systems, and any failure to do so could subject USOF to losses on such transactions.

	USOF may experience substantial losses on transactions if the computers or communications systems fail.

	If the computer and communications systems are not upgraded, USOF’s financial condition could be harmed.

	USOF depends on the reliable performance of the computer and communications systems of third parties, such as brokers and futures exchanges, and may experience substantial losses on transactions if they fail.

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	The occurrence of a terrorist attack, or the outbreak, continuation or expansion of war or other hostilities could disrupt USOF’s trading activity and materially affect USOF’s profitability.

	If the General Partner permits USOF to become leveraged, you could lose all or substantially all of your investment if USOF’s trading positions suddenly turn unprofitable.

	The price of oil is volatile which could cause large fluctuations in the price of units.

	•	changes in interest rates;
	•	actions by oil producing countries such as the OPEC countries;
	•	governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies;
	•	weather and climate conditions;
	•	changing supply and demand relationships, including but not limited to increased demand by other countries such as China;
	•	changes in balances of payments and trade;
	•	U.S. and international rates of inflation;
	•	currency devaluations and revaluations;
	•	U.S. and international political and economic events; and
	•	changes in philosophies and emotions of market participants.

	Over-the-counter transactions are subject to little, if any, regulation.

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	USOF will be subject to credit risk with respect to counterparties to over-the-counter contracts entered into by USOF or held by special purpose or structured vehicles.

	USOF may be subject to liquidity risk with respect to its over-the-counter contracts.

	Trading in international markets would expose USOF to credit and regulatory risk.

	International trading activities subject USOF to foreign exchange risk.

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	USOF’s international trading would expose it to losses resulting from non-U.S. exchanges that are less developed or less reliable than United States exchanges.

	Your tax liability may exceed the amount of distributions, if any, on your units.

	Your allocable share of taxable income or loss may differ from your economic income or loss on your units.

	Items of income, gain, deduction, loss and credit with respect to units could be reallocated if the IRS does not accept the assumptions and conventions applied by USOF in allocating those items, with potential adverse consequences for you.

	We could be treated as a corporation for federal income tax purposes, which may substantially reduce the value of your units.

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	Representatives of the New York Mercantile Exchange have notified USOF of its belief that USOF is engaging in unauthorized use of such Exchange’s service marks.

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Assets		Management Fee
First $1,000,000,000			0.50% of NAV
After the first $1,000,000,000			0.20% of NAV

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		Position Accountability
Futures Contract		Levels and Limits		Maximum Daily Price Fluctuation
New York Mercantile Exchange WTI Light, Sweet Crude Oil		Any one month/all months: 20,000 net futures, but not to exceed 2,000 contracts in the last three days of trading in the spot month.		$10.00 per barrel ($10,000 per contract) for all months. If any contract is traded, bid, or offered at the limit for five minutes, trading is halted for five minutes. When trading resumes, the limit is expanded by $10.00 per barrel in either direction. If another halt were triggered, the market would continue to be expanded by $10.00 per barrel in either direction after each successive five-minute trading halt. There will be no maximum price fluctuation limits during any one trading session.
New York Mercantile Exchange Natural Gas		Any one month/all months: 12,000 net futures, but not to exceed 1,000 in the last three days of trading in the spot month.		$3.00 per mmBtu ($30,000 per contract) for all months. If any contract is traded, bid, or offered at the limit for five minutes, trading is halted for five minutes. When trading resumes, the limit is expanded by $3.00 per mmBtu in either direction. If another halt were triggered, the market would continue to be expanded by $3.00 per mmBtu in either direction after each successive five-minute trading halt. There will be no maximum price fluctuation limits during any one trading session.
New York Mercantile Exchange Heating Oil		7,000 contracts for all months combined, but not to exceed 1,000 in the last three days of trading in the spot month.		$0.25 per gallon ($10,500 per contract) for all months. If any contract is traded, bid, or offered at the limit for five minutes, trading is halted for five minutes. When trading resumes, the limit is expanded by $0.25 per gallon in either direction. If another halt were triggered, the market would continue to be expanded by $0.25 per gallon in either direction after each successive five-minute trading halt. There will be no maximum price fluctuation limits during any one trading session.

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		Position Accountability
Futures Contract		Levels and Limits		Maximum Daily Price Fluctuation
New York Mercantile Exchange Gasoline		Any one month/all months: 7,000 net futures.		$0.25 per gallon ($10,500 per contract) for all months. If any contract is traded, bid, or offered at the limit for five minutes, trading is halted for five minutes. When trading resumes, the limit is expanded by $0.25 per gallon in either direction. If another halt were triggered, the market would continue to be expanded by $0.25 per gallon in either direction after each successive five-minute trading halt. There will be no maximum price fluctuation limits during any one trading session.
ICE Futures e-Brent Crude Futures Electronic		There are no position limits.		There is no maximum daily price fluctuation limit.
ICE WTI Crude Futures		There are no position limits.		There is no maximum daily price fluctuation.

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	Liquidity

	Spot Commodities

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	Leverage

	Borrowings

	Over-the-Counter Derivatives (Including Spreads and Straddles)

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	Pyramiding

Service Provider		Compensation Paid by the General Partner
Brown Brothers Harriman & Co., Custodian and Administrator		Minimum $300,000 annually and, once USOF’s assets are above $500 million, an asset charge not in either agreement ranging between 0.035% and 0.06%, plus a $(50,000) Transfer Agency Fee, and in either case transaction charges of $7.00 to $15.00 per transaction.
ALPS Distributors, Inc., Marketing Agent		$425,000 per annum plus an incentive fee as follows: 0.0% on USOF’s assets from $0-500 million; .04% on USOF’s assets from $500 million-$4 billion; .03% on USOF’s assets in excess of $4 billion.

*	The General Partner pays this compensation.

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Service Provider		Compensation Paid by USOF
ABN Amro, Futures Commissions Merchant		Approximately $9.00 per buy or sell
Non-Affiliated Brokers		Approximately .35% of assets

*	USOF pays this compensation.

	Transfer of Units

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	•	be an assignee until admitted as a substituted limited partner upon the consent and sole discretion of the General Partner and the recording of the assignment on the books and records of the partnership;
	•	automatically request admission as a substituted limited partner;
	•	agree to be bound by the terms and conditions of, and executes, our LP Agreement;
	•	represent that such transferee has the capacity and authority to enter into our LP Agreement;
	•	grant powers of attorney to our General Partner and any liquidator of us; and
	•	make the consents and waivers contained in our LP Agreement.

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	Buying and Selling Units

	Marketing Agent and Authorized Purchasers

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	Calculating NAV

	•	Taking the current market value of its total assets
	•	Subtracting any liabilities

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	Creation Procedures

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	Determination of required deposits

	Delivery of required deposits

	Rejection of purchase orders

	•	it determines that the investment alternative available to USOF at that time will not enable it to meet its investment objective;
	•	it determines that the purchase order or the Creation Basket Deposit is not in proper form;
	•	it believes that the purchase order or the Creation Basket Deposit would have adverse tax consequences to USOF or its unitholders;
	•	the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to the General Partner, be unlawful; or
	•	circumstances outside the control of the General Partner, Marketing Agent or Custodian make it, for all practical purposes, not feasible to process creations of baskets.

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	Redemption Procedures

	Determination of Redemption Distribution

	Delivery of Redemption Distribution

	Suspension or Rejection of Redemption orders

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	Creation and Redemption Transaction Fee

	Tax Responsibility

	Secondary Market Transactions

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	•	held on deposit with the futures commission merchant or other custodian
	•	used for other investments, and
	•	held in bank accounts to pay current obligations and as reserves.

	General

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	Futures Contracts

	Forward Contracts

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	Options on Futures Contracts

	Options on Forward Contracts or Commodities

	Swap Contracts

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	Participants

	Futures Exchanges and Clearing Organizations

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	U.S. Futures Exchanges

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	Non-U.S. Futures Exchanges

	Speculative Position Limits

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	Daily Price Limits

	Commodity Prices

	Regulation

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	Commodity Margin

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	The Advantages of Non-Correlation

	Interest Income

	Critical Accounting Policies

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	Liquidity and Capital Resources

	Market Risk

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	Credit Risk

	Off Balance Sheet Financing

	Redemption Basket Obligation

	Contractual Obligations

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	Authority of the General Partner

	•	Other than in connection with the issuance or redemption of units, or upon termination of the partnership as contemplated by the LP Agreement, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination with any other person) or approve on behalf of the partnership the sale, exchange or other disposition of all or substantially all of the assets of all of the partnership, taken as a whole, without the approval of at least a majority of the limited partners; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the partnership’s assets and shall not apply to any forced sale of any or all of the partnership’s assets pursuant to the foreclosure of, or other realization upon, any such encumbrance.
	•	The General Partner is not authorized to institute or initiate on behalf of, or otherwise cause, the partnership to (a) make a general assignment for the benefit of creditors; (b) file a voluntary bankruptcy petition; or (c) file a petition seeking for the partnership a reorganization, arrangement, composition, readjustment liquidation, dissolution or similar relief under any law.
	•	The General Partner may not, without written approval of the specific act by all of the limited partners or by other written instrument executed and delivered by all of the limited partners subsequent to the date of the LP Agreement, take any action in contravention of the LP Agreement, including, without limitation, (i) any act that would make it impossible to carry on the ordinary business of the partnership, except as otherwise provided in the LP Agreement; (ii) possess partnership property, or assign any rights in specific partnership property, for other than a partnership purpose; (iii) admit a person as a partner, except as otherwise provided in the LP Agreement; (iv) amend the LP Agreement in any manner, except as otherwise provided in the LP Agreement or applicable law; or (v) transfer its interest as General Partner of the partnership, except as otherwise provided in the LP Agreement.
	•	In general, unless approved by a majority of the limited partners, our General Partner shall not take any action, or refuse to take any reasonable action, the effect of which would be to cause us, to the

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		extent it would materially and adversely affect limited partners, to be taxable as a corporation or to be treated as an association taxable as a corporation for federal income tax purposes.

	Withdrawal or removal of our General Partner

	•	the General Partner voluntarily withdraws from the partnership by giving written notice to the other Partners;
	•	the General Partner transfers all of its rights as General Partner;
	•	the General Partner is removed;
	•	the General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition; (C) files a petition or answer seeking for itself a reorganization, arrangement, composition, readjustment liquidation, dissolution or similar relief under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A) — (C) of this sentence; or (E) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the General Partner or of all or any substantial part of its properties;
	•	a final and non-appealable judgment is entered by a court with appropriate jurisdiction ruling that the General Partner is bankrupt or insolvent or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect; or
	•	a certificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation.

	Meetings

	Limited Liability

65

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	Management Fees

Assets		Management Fee
First $1,000,000,000			0.50% of NAV
After the first $1,000,000,000			0.20% of NAV

	Brokerage Fees

Brokerage fee for Treasuries			0.35	%
Brokerage fee for Oil Futures Contracts			0.35	%

Futures Commission Merchant fee		$	9.00 per buy or sell

66

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	No Resolution of Conflicts Procedures

	•	approved by the audit committee, although no party is obligated to seek approval and the General Partner may adopt a resolution or course of action that has not received approval;
	•	on terms no less favorable to the limited partners than those generally being provided to or available from unrelated third parties; or
	•	fair to the limited partners, taking into account the totality of the relationships of the parties involved including other transactions that may be particularly favorable or advantageous to the limited partners.

	Interests of Named Experts and Counsel

67

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	Provisions of Federal and State Securities Laws

68

---

 

	Provisions of the Securities Act of 1933 and NASAA Guidelines

69

---

 

	As provided in the LP Agreement, the following reports will be provided to limited partners:

	(i) financial statements of the partnership, including, without limitation, a balance sheet as of the end of the partnership’s fiscal year and statements of income, partners’ equity and changes in financial position, for such fiscal year, which shall be prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and shall be audited by a firm of independent certified public accountants registered with the Public Company Accounting Oversight Board,
	(ii) a general description of the activities of the partnership during the period covered by the report, and
	(iii) a report of any material transactions between the partnership and the General Partner or any of its affiliates, including fees or compensation paid by the partnership and the services performed by the General Partner or any such affiliate of or such fees or compensation.

70

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	Litigation and Claims

	Legal Opinion

	Experts

71

---

 

	Tax Status of USOF

	•	At least 90% of USOF’s gross income for each taxable year will constitute “qualifying income” within the meaning of Code section 7704 (as described above);
	•	USOF will be organized and operated in accordance with its governing agreements and applicable law;
	•	USOF has not elected, and will not elect, to be classified as a corporation for U.S. federal income tax purposes.

72

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	U.S. Unitholders

	Tax Consequences Of Ownership Of Units

73

---

 

74

---

 

75

---

 

	Tax Consequences of Disposition Of Units

	•	you may recognize taxable gain or loss to the same extent as if you had sold the units for cash;
	•	any of USOF’s income, gain, loss or deduction allocable to those units during the period of the loan will not be reportable by you for tax purposes; and

76

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	•	any distributions you receive with respect to the units will be fully taxable, most likely as ordinary income.

	Other Tax Matters

77

---

 

	Non-U.S. Unitholders

78

---

 

79

---

 

80

---

 

	1. freely transferable (determined based on the relevant facts and circumstances);
	2. part of a class of securities that is widely held (meaning that the class of securities is owned by 100 or more investors independent of the issuer and of each other); and
	3. either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 or (b) sold to the plan as part of a public offering pursuant to an effective registration statement under the Securities Act of 1933 and the class of which such security is a part is registered under the Securities Exchange Act of 1934 within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred.

81

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	•	exercise any discretionary authority or discretionary control with respect to management of the plan;
	•	exercise any authority or control with respect to management or disposition of the assets of the plan;
	•	render investment advice for a fee or other compensation, direct or indirect, with respect to any moneys or other property of the plan;
	•	have any authority or responsibility to render investment advice with respect to any monies or other property of the plan; or
	•	have any discretionary authority or discretionary responsibility in the administration of the plan.

82

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83

---

 

84

---

 

85

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			Page
Financial Statements
	Report of independent registered public accounting firm			F-2
	Statement of financial condition as of December 31, 2005			F-3
	Notes to statement of financial condition			F-4

F-1

---

 

F-2

---

 

ASSETS
	Cash			$	1,000
PARTNERSHIP CAPITAL
	Limited partner			$	980
	General partner				20
		Total partnership capital		$	1,000

F-3

---

 

(1)	Securities valuation:

F-4

---

 

(2)	Securities transactions and investment income:

(3)	Futures contracts:

(4)	Options:

(5)	Swaps:

(6)	Forward contracts:

(7)	Use of estimates:

F-5

---

 

F-6

---

 

			Page
Consolidated Financial Statements
	Report of independent registered public accounting firm			F-8
	Consolidated statement of financial condition as of December 31, 2005			F-9
	Consolidated statement of operations for the period from June 23, 2005 (inception) through December 31, 2005			F-10
	Consolidated statement of changes in member’s capital for the period from June 23, 2005 (inception) through December 31, 2005			F-11
	Consolidated statement of cash flows for the period from June 23, 2005 (inception) through December 31, 2005			F-12
	Notes to consolidated financial statements			F-13

F-7

---

 

F-8

---

 

ASSETS
	Cash		$	392,816
LIABILITIES
	Accounts payable		$	2,912
Minority interest: Limited Partner in United States Oil Fund, LP (formerly New York Oil ETF, LP)				980
MEMBER’S EQUITY				388,924
			$	392,816

F-9

---

 

Expenses:
	Salaries and wages		$	10,000
	Payroll taxes			1,066
	Other			10
Net loss			$	(11,076	)

F-10

---

 

Initial capital contribution		$	400,000
Net loss for the period from June 23, 2005 (inception) through December 31, 2005			(11,076	)
Balance, December 31, 2005		$	388,924

F-11

---

 

Cash flows from operating activities:
	Net loss					$	(11,076	)
	Adjustment to reconcile net loss to net cash used in operating activities:
		Changes in:
			Accounts payable				2,912
				Net cash used in operating activities			(8,164	)
Cash flows from financing activities:
	Capital contributions by member						400,000
	Capital contributions by minority interests						980
				Net cash provided by financing activities			400,980
Net increase in cash							392,816
Cash, June 23, 2005 (inception)							0
Cash, December 31, 2005						$	392,816

F-12

---

 

(2)	Revenue recognition:

(3)	Use of estimates:

F-13

---

 

(4)	Income taxes:

(5)	Securities valuation:

(6)	Securities transactions and investment income:

(7)	Futures contracts:

(8)	Options:

(9)	Swaps:

(10)	Forward contracts:

F-14

---

 

F-15

---

 

App-1

---

 

App-2

---

 

B-1

---

 

B-2

---

 

	(a) the Net Asset Value as of the Valuation Time on the Valuation Date, less
	(b) the Net Asset Value as of the Valuation Time on the Valuation Date immediately preceding the commencement of such Accounting Period,

	adjusted as deemed appropriate by the General Partner to reflect any Capital Contributions, redemptions, withdrawals, distributions, or other events occurring or accounted for during such Accounting Period (including any allocation of Profit or Loss to a Redeeming Partner pursuant to Article 4.3.2 with respect to such Accounting Period).

B-3

---

 

B-4

---

 

B-5

---

 

	(a) make a general assignment for the benefit of creditors;
	(b) file a voluntary bankruptcy petition; or
	(c) file a petition seeking for the Partnership a reorganization, arrangement, composition, readjustment liquidation, dissolution or similar relief under any law.

B-6

---

 

	(i) credited with the amount of any Capital Contributions made by such Partner during such Accounting Period;
	(ii) credited with any allocation of Profit made to such Partner for such Accounting Period;
	(iii) debited with any allocation of Loss made to such Partners for such Accounting Period; and
	(iv) debited with the amount of cash paid to such Partner as an amount withdrawn or distributed to such Partner during such Accounting Period, or, in the case of any payment of a withdrawal or distribution in kind, the fair value of the property paid or distributed during such Accounting Period.

B-7

---

 

	(i) financial statements of the Partnership, including, without limitation, a balance sheet as of the end of the Partnership’s fiscal year and statements of income, Partners’ equity and changes in financial position, for such fiscal year, which shall be prepared in accordance with generally accepted accounting principles consistently applied and shall be audited by a firm of independent certified public accountants registered with the Public Company Accounting Oversight Board,
	(ii) a general description of the activities of the Partnership during the period covered by the report, and
	(iii) a report of any material transactions between the Partnership and the General Partner or any of its Affiliates, including fees or compensation paid by the Partnership and the services performed by the General Partner or any such Affiliate of or such fees or compensation.

B-8

---

 

B-9

---

 

	(a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations and the securing of same by mortgage, deed of trust or other lien or encumbrance;
	(b) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;
	(c) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership, or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (c) being subject, however, to any prior approval that may be required of the Limited Partners);
	(d) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement including, without limitation, the financing of the conduct of the operations of the Partnership, the lending of funds to other Persons, and the repayment of obligations of the Partnership;
	(e) the negotiation, execution and performance of any contracts, conveyances or other instruments (including, without limitation, instruments that limit the liability of the Partnership under

B-10

---

 

	contractual arrangements to all or particular assets of the Partnership with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);
	(f) the distribution of Distributable Cash;
	(g) the selection and dismissal of employees (including, without limitation, employees having titles such as “president,” “vice president,” “secretary” and “treasurer”), agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
	(h) the maintenance of insurance for the benefit of the Partners and the Partnership (including, without limitation, the assets and operations of the Partnership;
	(i) the formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, joint ventures or other relationships;
	(j) the control of any matters affecting the rights and obligations of the Partnership, including, without limitation, the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation;
	(k) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
	(l) the entering into of listing agreements with the American Stock Exchange and any other securities exchange and the delisting of some or all of the Units from, or requesting that trading be suspended on, any such exchange; and
	(m) the purchase, sale or other acquisition or disposition of Units.

	(a) devote to the Partnership and apply to the accomplishment of the Partnership purposes so much of its time and attention as is necessary or advisable to manage properly the affairs of the Partnership;
	(b) maintain the Capital Account for each Partner; and
	(c) cause the Partnership to enter into and carry out the obligations of the Partnership contained in the agreements with Affiliates of the General Partner as described in the Prospectus and cause the Partnership not to take any action in violation of such agreements.

B-11

---

 

B-12

---

 

	•	approved by the audit committee of the Partnership (the “Audit Committee”), although no party is obligated to seek such approval and the General Partner may adopt a resolution or course of action that has not received such approval;

B-13

---

 

	•	on terms no less favorable to the Limited Partners than those generally being provided to or available from unrelated third parties; or
	•	fair to the Limited Partners, taking into account the totality of the relationships of the parties involved including other transactions that may be particularly favorable or advantageous to the Limited Partners.

B-14

---

 

	(i) to obtain true and full information regarding the status of the business and financial condition of the Partnership;
	(ii) promptly after becoming available, to obtain a copy of the Partnership’s federal, state and local tax returns for each year;
	(iii) to have furnished to him, upon notification to the General Partner, a current list of the name and last known business, residence or mailing address of each Partner;
	(iv) to have furnished to him, upon notification to the General Partner, a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto;
	(v) to obtain true and full information regarding the amount of cash and description and statement of the value of any other Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and
	(vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable.

B-15

---

 

	(1) Global Certificate. The Partnership and the General Partner will enter into the Depository Agreement pursuant to which the Depository will act as securities depository for Units. Units will be represented by the Global Certificate (which may consist of one or more certificates as required by the Depository), which will be registered, as the Depository shall direct, in the name of Cede & Co., as nominee for the Depository and deposited with, or on behalf of, the Depository. No other certificates evidencing Units will be issued. The Global Certificate shall be in the form attached hereto as Exhibit B and shall represent such Units as shall be specified therein, and may provide that it shall represent the aggregate amount of outstanding Units from time to time endorsed thereon and that the aggregate amount of outstanding Units represented thereby may from time to time be increased or decreased to reflect creations or redemptions of Baskets. Any endorsement of a Global Certificate to reflect the amount, or any increase or decrease in the amount, of outstanding Units represented thereby shall be made in such manner and upon instructions given by the General Partner on behalf of the Partnership as specified in the Depository Agreement.
	(2) Legend. Any Global Certificate issued to the Depository or its nominee shall bear a legend substantially to the following effect: “Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Partnership or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is required by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE

B-16

---

 

	HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.”
	(3) The Depository. The Depository has advised the Partnership and the General Partner as follows: the Depository is a limited-purpose trust company organized under the laws of the State of New York, a member of the U.S. Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The Depository was created to hold securities of DTC Participants and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own the Depository. Access to the Depository’s system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”). The Depository may determine to discontinue providing its service with respect to Creation Baskets and Units by giving notice to the General Partner pursuant to and in conformity with the provisions of the Depository Agreement and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the General Partner shall take action either to find a replacement for the Depository to perform its functions at a comparable cost and on terms acceptable to the General Partner or, if such a replacement is unavailable, to terminate the Partnership.
	(4) Beneficial Owners. As provided in the Depository Agreement, upon the settlement date of any creation, transfer or redemption of Units, the Depository will credit or debit, on its book-entry registration and transfer system, the number of Units so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The accounts to be credited and charged shall be designated by the General Partner on behalf of the Partnership and each Participant, in the case of a creation or redemption of Baskets. Ownership of beneficial interest in Units will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Owners of beneficial interests in Units (“Beneficial Owners”) will be shown on, and the transfer of beneficial ownership by Beneficial Owners will be effected only through, in the case of DTC Participants, records maintained by the Depository and, in the case of Indirect Participants and Beneficial Owners holding through a DTC Participant or an Indirect Participant, through those records or the records of the relevant DTC Participants. Beneficial Owners are expected to receive from or through the broker or bank that maintains the account through which the Beneficial Owner has purchased Units a written confirmation relating to their purchase of Units.
	(5) Reliance on Procedures. Except for those who have provided Transfer Applications to the General Partner, so long as Cede & Co., as nominee of the Depository, is the registered owner of Units, references herein to the registered or record owners of Units shall mean Cede & Co. and shall not mean the Beneficial Owners of Units. Beneficial Owners of Units will not be entitled to have Units registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered the record or registered holder of Units under this Agreement. Accordingly, to exercise any rights of a holder of Units under the Agreement, a Beneficial Owner must rely on the procedures of the Depository and, if such Beneficial Owner is not a DTC Participant, on the procedures of each DTC Participant or Indirect Participant through which such Beneficial Owner holds its interests. The Partnership and the General Partner understand that under existing industry practice, if the Partnership requests any action of a Beneficial Owner, or a Beneficial Owner desires to take any action that the Depository, as the record owner of all outstanding Units, is entitled to take, in the case of a Trustee request, the Depository will notify the DTC Participants regarding such request, such DTC Participants will in turn notify each Indirect Participant holding Units through it, with each successive Indirect Participant continuing to notify each person holding Units through it until the request has reached the Beneficial Owner, and in the

B-17

---

 

	case of a request or authorization to act being sought or given by a Beneficial Owner, such request or authorization is given by the Beneficial Owner and relayed back to the Partnership through each Indirect Participant and DTC Participant through which the Beneficial Owner’s interest in the Units is held.
	(6) Communication between the Partnership and the Beneficial Owners. As described above, the Partnership will recognize the Depository or its nominee as the owner of all Units for all purposes except as expressly set forth in this Agreement. Conveyance of all notices, statements and other communications to Beneficial Owners will be effected as follows: pursuant to the Depository Agreement, the Depository is required to make available to the Partnership upon request and for a fee to be charged to the Partnership a listing of the Unit holdings of each DTC Participant. The Partnership shall inquire of each such DTC Participant as to the number of Beneficial Owners holding Units, directly or indirectly, through such DTC Participant. The Partnership shall provide each such DTC Participant with sufficient copies of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Partnership shall pay to each such DTC Participant an amount as reimbursement for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
	(7) Distributions. Distributions on Units pursuant this Agreement shall be made to the Depository or its nominee, Cede & Co., as the registered owner of all Units. The Partnership and the General Partner expect that the Depository or its nominee, upon receipt of any payment of distributions in respect of Units, shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Units as shown on the records of the Depository or its nominee. The Partnership and the General Partner also expect that payments by DTC Participants to Indirect Participants and Beneficial Owners held through such DTC Participants and Indirect Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants and Indirect Participants. Neither the Partnership nor the General Partner will have any responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership interests in Units, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between the Depository and the DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants or Indirect Participants or between or among the Depository, any Beneficial Owner and any person by or through which such Beneficial Owner is considered to own Units.
	(8) Limitation of Liability. The Global Certificate to be issued hereunder is executed and delivered solely on behalf of the Partnership by the General Partner, as General Partner, in the exercise of the powers and authority conferred and vested in it by this Agreement. The representations, undertakings and agreements made on the part of the Partnership in the Global Certificate are made and intended not as personal representations, undertakings and agreements by the General Partner, but are made and intended for the purpose of binding only the Partnership. Nothing in the Global Certificate shall be construed as creating any liability on the General Partner, individually or personally, to fulfill any representation, undertaking or agreement other than as provided in this Agreement.
	(9) Successor Depository. If a successor to the Depository shall be employed as Depository hereunder, the Partnership and the General Partner shall establish procedures acceptable to such successor with respect to the matters addressed in this Section 9.2.2.
	(10) Transfer of Units. Beneficial Owners that are not DTC Participants may transfer Units by instructing the DTC Participant or Indirect Participant holding the Units for such Beneficial Owner in

B-18

---

 

	accordance with standard securities industry practice. Beneficial Owners that are DTC Participants may transfer Units by instructing the Depository in accordance with the rules of the Depository and standard securities industry practice.

	(a) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen;
	(b) requests the issuance of a new Certificate before the Partnership has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;
	(c) if requested by the General Partner, delivers to the Partnership a bond or such other form of security or indemnity as may be required by the General Partner, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct, in its sole discretion, to indemnify the Partnership, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and
	(d) satisfies any other reasonable requirements imposed by the General Partner. If a Limited Partner or Assignee fails to notify the Partnership within a reasonable time after he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Units represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate.

B-19

---

 

B-20

---

 

B-21

---

 

	(a) The General Partner shall not later than the tenth (10th) day before the date fixed for redemption, give notice of redemption to the Limited Partner or Assignee, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed (the “Notice Date”). The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon surrender of the Certification evidencing the Redeemable Units.
	(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the market price as of the Close of Business on the Business Day immediately prior to the date fixed for redemption of Units to be so redeemed multiplied by the number of Units included among the Redeemable Units. The redemption price shall be paid in the sole discretion of the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the Prime Rate and payable in three equal annual installments of principal together with accrued interest commencing one year after the redemption date.
	(c) Upon surrender by or on behalf of the Limited Partner or Assignee, at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank, the Limited Partner or Assignee or his duly authorized representative shall be entitled to receive the payment therefore.
	(d) In the event the Partnership is required to pay withholding tax or otherwise withhold any amount on behalf of, or with respect to, a Limited Partner or Assignee (or Beneficial Owner) who has failed to provide a properly completed Tax Certificate, such amounts paid or withheld by the Partnership shall be deemed to have been paid to such Limited Partner or Assignee (or Beneficial Owner) as part of the redemption price for the Redeemable Units and the Partnership shall reduce the amount of the payment made to such Limited Partner or Assignee (or Beneficial owner) in redemption of such Redeemable Units by any amounts so withheld.

B-22

---

 

B-23

---

 

	(a) the General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;
	(b) the General Partner transfers all of its rights as general partner pursuant to this Agreement;
	(c) the General Partner is removed;
	(d) the General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition; (C) files a petition or answer seeking for itself a reorganization, arrangement, composition, readjustment liquidation, dissolution or similar relief under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A) — (C) of this sentence; or (E) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the General Partner or of all or any substantial part of its properties;
	(e) a final and non-appealable judgment is entered by a court with appropriate jurisdiction ruling that the General Partner is bankrupt or insolvent or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect; or
	(f) a certificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation.

B-24

---

 

B-25

---

 

	(a) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate of Limited Partnership and all amendments or restatements thereof) that the General Partner or the liquidator deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property, (B) all certificates, documents and other instruments that the General Partner or the liquidator deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement, (C) all certificates, documents and other instruments (including, without limitation, conveyances and a certificate of cancellation) that the General Partner or the liquidator deems necessary or appropriate to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, (D) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of any Partner or the Capital Contribution of any Partner, (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Units or other securities issued pursuant to Article 4.4 and (F) all certificates documents and other instruments (including, without limitation, agreements and a certificate of merger) relating to a merger or consolidation of the Partnership;
	(b) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approval waivers, certificates and other instruments necessary or appropriate, in the sole discretion of the General Partner or the liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or is necessary or appropriate, in the sole discretion of the General Partner or the liquidator, to effectuate the terms or intent of this Agreement, provided, that when required by this Agreement that establishes a percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner or the liquidator may

B-26

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	exercise the power of attorney made in this Article 15 only after the necessary vote, consent or approval of the Limited Partners or of the Limited Partners of such class or series;
	(c) sign, execute and file with the Department of Interior (including any bureau, office or other Unit thereof, whether in Washington, D.C., or in the field, or any officer or employee thereof), as well as with any other federal or state agencies, departments, bureaus, offices or authorities, any documents or instruments related to the Partnership or its business which the General Partner in its sole discretion determines should be filed, including, without limitation, all statements of interest and holdings on behalf of the Partnership or the Partners, and any other statements, notices or communications now or hereafter required or permitted to be filed under any law, rule or regulation of the United States or any state.

B-27

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B-28

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B-29

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B-30

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	General Partner
	Victoria Bay Asset Management, LLC

	By:

	Name:
	Title:
	Organizational Limited Partner
	Wainwright Holdings, Inc.

	By:

	Name:
	Title:
	Initial Limited Partner
	[                    ]

	By:

	Name:
	Title:

B-31

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Assets		Management Fee
First $1,000,000,000		0.50% of NAV
After the first $1,000,000,000		0.20% of NAV

B-32

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B-33

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	Victoria Bay Asset Management, LLC,
	as General Partner

	By:

	Date:

B-34

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B-35

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Social Security or other identifying number of Assignee		Signature of Assignee
Purchase Price including commissions, if any		Name and Address of Assignee

o Individual		o Partnership		o Corporation
o Trust		o Other (specify)

o	the entity is subject to United States federal income taxation on the income generated by the Partnership;
o	the entity is not subject to United States federal income taxation, but it is a pass-through entity and all of its beneficial owners are subject to United States federal income taxation on the income generated by the Partnership;
o	the entity is not subject to United States federal income taxation and it is (a) not a pass-through entity or (b) a pass-through entity, but not all of its beneficial owners are subject to United States federal income taxation on the income generated by the Partnership. Important Note — by checking this box, the Assignee is contradicting its certification that it is an Eligible Holder.

*

The Term “Eligible Holder” means (a) an individual or entity subject to United States federal income taxation on the income generated by the Partnership; or (b) an entity not subject to United States federal income taxation on the income generated by the Partnership, so long as all of the entity’s owners are subject to United States federal income taxation on the income generated by the Partnership. Individuals or entities are subject to taxation, in the context of defining an Eligible Holder, to the extent they are taxable on the items of income and gain allocated by the Partnership. Schedule I hereto

B-36

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	contains a list of various types of investors that are categorized and identified as either “Eligible Holders” or “Non-Eligible Holders.”

B-37

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SAI-1

---

 

Overview of the Petroleum Industry			SAI-3
Overview of Crude Oil			SAI-3
Crude Oil Regulation			SAI-6

SAI-2

---

 

SAI-3

---

 

SAI-4

---

 

SAI-5

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	Regulation of Crude Oil Activities

	State and Other Regulation

	Environmental Matters

SAI-6

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SAI-7

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Item 13.	Other Expenses of Issuance and Distribution

			Amount
SEC registration fee (actual)			$	111,369.93
AMEX Listing Fee			$	5,000
NASD filing fees			$	75,500
Blue Sky expenses				n/a
Auditor’s fees and expenses (estimate)			$	44,000	(1)
Legal fees and expenses (estimate)			$	1,151,354.68	(1)
Printing expenses (estimate)			$	160,000	(1)
Miscellaneous expenses				n/a
	Total		$	1,547,224.61

(1)	Paid for by an affiliate of the General Partner.

Item 14.	Indemnification of Directors and Officers

II-1

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Item 15.	Recent Sales of Unregistered Securities

II-2

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Item 16.	Exhibits and Financial Statement Schedules

	3	.1***		Form of the First Amended and Restated Limited Partnership Agreement.
	3	.2**		Certificate of Limited Partnership of the registrant.
	5	.1***		Opinion of Sutherland Asbill & Brennan LLP relating to the legality of the units.
	8	.1***		Opinion of Sutherland Asbill & Brennan LLP with respect to federal income tax consequences.
	10	.1***		Form of Initial Authorized Purchaser Agreement.
	10	.2***		Marketing Agent Agreement.
	10	.3***		Custodian Agreement.
	10	.4***		Administrative Agency Agreement.
	23	.1***		Consent of Sutherland Asbill & Brennan LLP (included in Exhibit 5.1(a)).
	23	.2***		Consent of Eisner LLP.

**	Previously Filed.

***	Filed Herewith

Item 17.	Undertakings

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-3

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	(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
	(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-4

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	(1) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(1) To send to each limited partner at least on an annual basis a detailed statement of any transactions with the General Partner or its affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to the General Partner or its affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed.
	(2) To provide to the limited partners the financial statements required by Form 10-K for the first full fiscal year of operations of the partnership.

II-5

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	United States Oil Fund, LP

	By:	/s/ Nicholas D. Gerber

	Nicholas D. Gerber
	Management Director

/s/ Nicholas D. Gerber Nicholas D. Gerber				Management Director				March 7, 2006
/s/ Andrew Ngim Andrew Ngim				Management Director				March 7, 2006
/s/ Robert Nguyen Robert Nguyen				Management Director				March 7, 2006
/s/ Howard Mah Howard Mah				Management Director				March 7, 2006
/s/ Peter M. Robinson Peter M. Robinson				Independent Director				March 7, 2006
/s/ Gordon L. Ellis Gordon L. Ellis				Independent Director				March 7, 2006
/s/ Malcolm R. Fobes III Malcolm R. Fobes III				Independent Director				March 7, 2006

II-6

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	3	.1***		Form of the First Amended and Restated Limited Partnership Agreement.
	3	.2**		Certificate of Limited Partnership of the registrant.
	5	.1***		Opinion of Sutherland Asbill & Brennan LLP relating to the legality of the Units.
	8	.1***		Opinion of Sutherland Asbill & Brennan LLP with respect to federal income tax consequences.
	10	.1***		Form of Initial Authorized Purchaser Agreement.
	10	.2***		Marketing Agent Agreement.
	10	.3***		Custodian Agreement.
	10	.4***		Administrative Agency Agreement.
	23	.1***		Consent of Sutherland Asbill & Brennan LLP (included in Exhibit 5.1(a)).
	23	.2***		Consent of Eisner LLP.

**	Previously Filed.
***	Filed Herewith.