<SEC-DOCUMENT>0001193125-15-192062.txt : 20150518
<SEC-HEADER>0001193125-15-192062.hdr.sgml : 20150518
<ACCEPTANCE-DATETIME>20150518165605
ACCESSION NUMBER:		0001193125-15-192062
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20150518
DATE AS OF CHANGE:		20150518

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			United States Oil Fund, LP
		CENTRAL INDEX KEY:			0001327068
		STANDARD INDUSTRIAL CLASSIFICATION:	 [6221]
		IRS NUMBER:				202830691
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-203060
		FILM NUMBER:		15873875

	BUSINESS ADDRESS:	
		STREET 1:		1999 HARRISON STREET
		STREET 2:		SUITE 1530
		CITY:			OAKLAND
		STATE:			CA
		ZIP:			94612
		BUSINESS PHONE:		510-522-9600

	MAIL ADDRESS:	
		STREET 1:		1999 HARRISON STREET
		STREET 2:		SUITE 1530
		CITY:			OAKLAND
		STATE:			CA
		ZIP:			94612

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	New York Oil ETF, LP
		DATE OF NAME CHANGE:	20050513
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>d927669d424b3.htm
<DESCRIPTION>424B3 FOR UNITED STATES OIL FUND, LP
<TEXT>
<HTML><HEAD>
<TITLE>424B3 for United States Oil Fund, LP</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Filed pursuant to Rule 424(b)(3) </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>File No.&nbsp;333-203060 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES OIL FUND, LP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Supplement 2 dated May&nbsp;18, 2015 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>to </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Prospectus dated
May&nbsp;1, 2015 </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>This supplement contains information which amends, supplements or modifies certain information contained in the Prospectus of
United States Oil Fund, LP (&#147;USO&#148;) dated May&nbsp;1, 2015, as amended by Supplement 1 to the Prospectus of USO dated May&nbsp;15, 2015 (the &#147;Prospectus&#148;). Please read it and keep it with your Prospectus for future reference.
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>1.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>The following risk factor, which is listed in the &#147;Other Risks&#148; section of the Prospectus and appears on page 12 of the Prospectus, is deleted in its entirety. </B></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I></I></B><I>&#147;</I><B><I>Mr.&nbsp;Gerber, Chairman of the Board, Chief Executive Officer and President of USCF, also serves in leadership positions in
other related companies. </I></B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">Mr.&nbsp;Gerber, Chairman of the Board, Chief Executive Officer and President of USCF, also serves as
the Chairman of the Board, Chief Executive Officer and President of USCF Advisers LLC and USCF ETF Trust, affiliated companies of USCF and the Related Public Funds. On January&nbsp;26, 2015, Mr.&nbsp;Gerber became the Chief Executive Officer,
President and Secretary of Concierge Technologies, Inc. (&#147;Concierge&#148;), a company unaffiliated with USCF, other than through ownership by common control. Concierge is a publicly traded company whose stock is listed under the ticker symbol
&#147;CNCG.&#148; None of the employees of USCF are employees of Concierge. There could be a material adverse effect on USCF, USO, and the Related Public Funds if Mr.&nbsp;Gerber&#146;s increased responsibilities, as a result of his position with
Concierge, make it more difficult for him to adequately assume directing the day-to-day activities of USCF, USO and the Related Public Funds.&#148; </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>2.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>The following risk factor, &#147;</B><B><I>The Fifth Amended and Restated Limited Liability Company Agreement of USCF (the &#147;LLC Agreement&#148;) provides limited authority to the Non-Management Directors, and
any Director of USCF may be removed by USCF&#146;s parent company, which is a closely-held private company where the majority of shares has historically been voted by one person&#148;, </I></B><B>which is listed in the &#147;Other Risks&#148;
section of the Prospectus and appears on page 12 of the Prospectus, is deleted in its entirety and replaced with the following: </B></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I></I></B>&#147;<B><I>The Sixth Amended and Restated Limited Liability Company Agreement of USCF (the &#147;LLC Agreement&#148;) provides limited
authority to the Non-Management Directors, and any Director of USCF may be removed by USCF&#146;s parent company, which is a closely-held private company where the majority of shares has historically been voted by one person. </I></B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">1 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">USCF&#146;s Board of Directors currently consists of four Management Directors, each of whom are
shareholders of USCF&#146;s parent, Wainwright Holdings, Inc. (&#147;Wainwright&#148;), and three Non-Management Directors, each of whom are considered independent for purposes of applicable NYSE Arca and SEC rules. Under USCF&#146;s LLC Agreement,
the Non-Management Directors have only such authority as the Management Directors expressly confer upon them, which means that the Non-Management Directors may have less authority to control the actions of the Management Directors than is typically
the case with the independent members of a company&#146;s Board of Directors. In addition, any Director may be removed by written consent of Wainwright, which is the sole member of USCF. Wainwright is a privately held company in which the majority
of shares are held by or on behalf of Nicholas&nbsp;D.&nbsp;Gerber&nbsp;and his immediate family members (the &#147;Gerber Family&#148;). Historically, shares of Wainwright have been voted by, and on behalf of, the Gerber Family by Nicholas D.
Gerber, and it is anticipated that such trend will continue in the future. Accordingly, although USCF is governed by the USCF Board of Directors, which consists of both Management Directors and Non-Management Directors, pursuant to the LLC
Agreement, it is possible for Mr.&nbsp;Gerber to exercise his control of Wainwright to effect the removal of any Director (including the Non-Management Directors which comprise the Audit Committee) and to replace that Director with another Director.
Having control in one person could have a negative impact on USCF and USO, including their regulatory obligations.&#148; </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B>3.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>The section entitled &#147;USCF and its Management and Traders,&#148; which begins on page 29 of the Prospectus, is deleted in its entirety and replaced with the following: </B></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B></B>&#147;<B>USCF and its Management and Traders </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">USCF is a single member limited liability company that was formed in the state of Delaware on May&nbsp;10, 2005. It maintains its main business
office at 1999 Harrison Street, Suite 1530, Oakland, California 94612. USCF is a wholly-owned subsidiary of Wainwright Holdings, Inc., a Delaware corporation (&#147;Wainwright&#148;). The past performance for USO is located starting on page 27.
Mr.&nbsp;Nicholas Gerber (discussed below) controls Wainwright by virtue of his ownership or control of a majority of Wainwright&#146;s shares. Wainwright is a holding company that currently holds both USCF, as well as USCF Advisers LLC, an
investment adviser registered under the Investment Advisers Act of 1940, as amended. USCF Advisers LLC serves as the investment adviser for the Stock Split Index Fund, a series of the USCF ETF Trust. USCF ETF Trust is registered under the 1940 Act.
The Board of Trustees for the USCF ETF Trust consists of different independent trustees than those independent directors who serve on the Board of Directors of USCF. USCF is a member of the NFA and is registered with the CFTC as a CPO as of
December&nbsp;1, 2005 and as a Swaps Firm as of August&nbsp;8, 2013. USCF also manages the Related Public Funds. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">USCF is required to evaluate the credit risk to USO of the futures commission merchant
(&#147;FCM&#148;), oversee the purchase and sale of USO&#146;s shares by certain authorized participants (&#147;Authorized Participants&#148;), review daily positions and margin requirements of USO and manage USO&#146;s investments. USCF also pays
the fees of ALPS Distributors, Inc., which serves as the marketing agent for USO (the &#147;Marketing Agent&#148;), and Brown Brothers Harriman&nbsp;&amp; Co. (&#147;BBH&amp;Co.&#148;), which serves as the administrator (the
&#147;Administrator&#148;) and&nbsp;the custodian&nbsp;(the &#147;Custodian&#148;) for USO. In no event may the aggregate compensation paid for the Marketing Agent and any affiliate of USCF for distribution-related services in connection with the
offering of shares exceed ten percent (10%)&nbsp;of the gross proceeds of this offering. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The limited partners take no part in the
management or control, and have a minimal voice in USO&#146;s operations or business. Limited partners have no right to elect USCF on an annual or any other continuing basis. If USCF voluntarily withdraws, however, the holders of a majority of
USO&#146;s outstanding shares (excluding for purposes of such determination shares owned, if any, by the withdrawing general partner and its affiliates) may elect its successor. USCF may not be removed as general partner except upon approval by the
affirmative vote of the holders of at least 66 2/3% of USO&#146;s outstanding shares (excluding shares, if any, owned by USCF and its affiliates), subject to the satisfaction of certain conditions set forth in the LP Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The business and affairs of USCF are managed by a board of directors (the &#147;Board&#148;), which is comprised of four management directors
(the &#147;Management Directors&#148;) some of whom are also its executive officers and three independent directors who meet the independent director requirements established by the NYSE Arca Equities Rules and the Sarbanes-Oxley Act of 2002. The
Management Directors have the authority to manage USCF pursuant to the terms of the Sixth Amended and Restated Limited Liability Company Agreement of USCF, dated as of May&nbsp;15, 2015 (as amended from time to time, the &#147;LLC Agreement&#148;).
Through its Management Directors, USCF manages the day-to-day operations of USO. The Board has an audit committee which is made up of the three independent directors (Gordon L. Ellis, Malcolm R. Fobes III and Peter M. Robinson). The audit committee
is governed by an audit committee charter that is posted on USO&#146;s website at <I>www.unitedstatescommodityfunds.com.</I> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board
has determined that each member of the audit committee meets the financial literacy requirements of the NYSE Arca and the audit committee charter. The Board has further determined that each of Messrs. Ellis and Fobes have accounting or related
financial management expertise, as required by the NYSE Arca, such that each of them is considered an &#147;Audit Committee Financial Expert&#148; as such term is defined in Item&nbsp;407(d)(5) of Regulation S-K. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">USO has no executive officers. Pursuant to the terms of the LP Agreement, USO&#146;s affairs are managed by USCF. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following are Principals, as that term is defined in CFTC Rule 3.1, for USCF: Nicholas Gerber, Melinda Gerber, the Nicholas and Melinda
Gerber Living Trust, Stuart Crumbaugh (pending), Andrew Ngim, Robert Nguyen (pending), Peter Robinson, Gordon Ellis, Malcolm Fobes, John Love, Ray Allen, Carolyn Yu, Wainwright Holdings Inc. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>


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and Margaret Johnson. Ray Allen makes trading and investment decisions for USO. John Love and Ray Allen execute trades on behalf of USO. In addition, Nicholas Gerber and John P. Love are
registered with the CFTC as Associated Persons of USCF and are NFA Associate Members. John P. Love is also registered with the CFTC as a Swaps Associated Person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>John P. Love</I></B>, 43, Chief Executive Officer and President of USCF effective on June&nbsp;1, 2015. On May&nbsp;15, 2015,
Mr.&nbsp;Love was appointed the Chief Executive Officer, and President of USCF to be effective June&nbsp;1, 2015 or as soon as practicable. Prior to May&nbsp;18, 2015, and since March 2010, Mr.&nbsp;Love served as Senior Portfolio Manager of USCF.
Mr.&nbsp;Love will continue to serve as portfolio manager of UNG, UGA, UHN and UNL. Between April 2006 through March 2010, he was a portfolio manager for USO and the other Related Public Funds. Mr.&nbsp;Love also serves as a portfolio manager of the
Stock Split Index Fund, a series of the USCF ETF Trust from the period of September 2014 to the present. In these roles, Mr.&nbsp;Love has gained extensive experience in evaluating and retaining third-party service providers, including custodians,
accountants, transfer agents, and distributors. Mr.&nbsp;Love has been a principal of USCF listed with the CFTC and NFA since January&nbsp;17, 2006 and an associated person and swaps associated person of USCF since February&nbsp;25, 2015.
Mr.&nbsp;Love earned a BA from the University of Southern California, holds NFA Series 3 and FINRA Series 7 and 63 registrations and is a CFA Charterholder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Stuart P. Crumbaugh</I></B>, 51, Secretary, Chief Financial Officer and Treasurer of USCF since May&nbsp;15, 2015. Mr.&nbsp;Crumbaugh
has been a principal (pending) of USCF listed with the CFTC and NFA since April&nbsp;30, 2015. Mr.&nbsp;Crumbaugh joined USCF as the Assistant Chief Financial Officer on April&nbsp;6, 2015. Prior to joining USCF, Mr.&nbsp;Crumbaugh was the Vice
President Finance and Chief Financial Officer of Sikka Software Corporation, a software as a service (&#147;SaaS&#148;) healthcare company providing optimization software and data solutions from April 2014 to April&nbsp;6, 2015. Mr.&nbsp;Crumbaugh
was Vice President, Corporate Controller and Treasurer of Auction.com, LLC, a residential and commercial real estate online auction company from December 2012 through December 2013. From March 2011 through September 2012, Mr.&nbsp;Crumbaugh was
Chief Financial Officer of IP Infusion Inc., a technology company providing network routing and switching software enabling software-defined networking solutions for major mobile carriers and network infrastructure providers. Mr.&nbsp;Crumbaugh was
the Global Vice President of Finance at Virage Logic Corporation (acquired by Synopsys, Inc.) from January 2010 through December 2010. Mr.&nbsp;Crumbaugh served as a consultant with the Connor Group for the periods of January and February
2011,&nbsp;October and November 2012 and January through March 2014, providing technical accounting, IPO readiness and M&amp;A consulting services to various early stage companies. Mr.&nbsp;Crumbaugh earned a B.A. in Accounting and Business
Administration from Michigan State University in 1987 and is a Certified Public Accountant &#150; Michigan (inactive). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Nicholas D.
Gerber</I></B>, 52, Vice President of USCF, effective on June&nbsp;1, 2015. On May&nbsp;15, 2015, Mr.&nbsp;Gerber resigned his positions as President and Chief Executive Officer, positions he has held since June 2005, and was appointed as
Vice-President of USCF, to be effective on June&nbsp;1, 2015. Mr.&nbsp;Gerber co-founded USCF in 2005 and prior </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>


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to that, he co-founded Ameristock Corporation in March 1995, a California-based investment adviser registered under the Investment Advisers Act of 1940 from March 1995 until January 2013. From
January&nbsp;26, 2015 to the present, Mr.&nbsp;Gerber is also the Chief Executive Officer, President and Secretary of Concierge Technologies, Inc. (&#147;Concierge&#148;), a supplier of mobile video recording devices through its wholly owned
subsidiary Janus Cam. Concierge is not affiliated with USCF, USO and the Related Public Funds, other than through ownership by common control. Concierge is a publicly traded company under the ticker symbol &#147;CNGC.&#148; From August 1995 to
January 2013, Mr.&nbsp;Gerber served as Portfolio Manager of Ameristock Mutual Fund, Inc. On January&nbsp;11, 2013, the Ameristock 24 Mutual Fund, Inc. merged with and into the Drexel Hamilton Centre American Equity Fund, a series of Drexel Hamilton
Mutual Funds. Drexel Hamilton Mutual Funds is not affiliated with Ameristock Corporation, the Ameristock Mutual Fund, Inc. or USCF. From the period August 2014 to the present, Mr.&nbsp;Gerber also serves as President (Principal Executive Officer)
and Management Trustee of the USCF ETF Trust, an investment company registered under the Investment Company Act of 1940, as amended, as well as President of USCF Advisers LLC, an investment adviser registered under the Investment Advisers Act of
1940, as amended. He has served as a Management Director of USCF since May 2005 and has been a principal of USCF listed with the CFTC and NFA since November&nbsp;29, 2005, an NFA associate member and associated person of USCF since December&nbsp;1,
2005 and a Branch Manager of USCF since May&nbsp;15, 2009. Mr.&nbsp;Gerber earned an MBA degree in finance from the University of San Francisco, a BA from Skidmore College and holds an NFA Series 3 registration. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Andrew F Ngim,</I></B>&nbsp;54, co-founded USCF in 2005 and has served as a Management Director since May 2005.&nbsp;Mr.&nbsp;Ngim has
served as the portfolio manager for USCI, CPER and USAG since January 2013.&nbsp;Mr.&nbsp;Ngim also served as USCF&#146;s Treasurer from June 2005 to February 2012. Prior to and concurrent with his services to USCF, from January 1999 to January 2013
Mr.&nbsp;Ngim served as a Managing Director for Ameristock Corporation which he co-founded in March 1995 and was Co-Portfolio Manager of Ameristock Mutual Fund, Inc. from January 2000 to January 2013.&nbsp;From the period September 2014 to the
present, Mr.&nbsp;Ngim also serves as portfolio manager of the Stock Split Index Fund, a series of the USCF ETF Trust, as well as a Management Trustee of the USCF ETF Trust from the period of August 2014 to the present. Mr.&nbsp;Ngim has been a
principal of USCF listed with the CFTC and NFA since November&nbsp;29, 2005.&nbsp;Mr.&nbsp;Ngim earned his BA from the University of California at Berkeley<B><I>.</I></B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Ray W. Allen,</I></B>&nbsp;58, Portfolio Manager of USCF since January 2008. Mr.&nbsp;Allen was the portfolio manager of UGA, UHN, DNO
and UNL from January 2008 until March 2010 and has been the portfolio manager of USO, USL, DNO and BNO since March 2010. He has been a principal of USCF listed with the CFTC and NFA since March&nbsp;18, 2009 and was an associated person of USCF from
March&nbsp;28, 2008 to November&nbsp;1, 2012. Mr.&nbsp;Allen earned a BA in economics from the University of California at Berkeley and holds an NFA Series 3 registration. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Carolyn M. Yu,</I></B>&nbsp;56, Chief Compliance Officer and Associate Counsel since
February 2013 and August 2011, respectively. From the period August 2014 to the present, Ms.&nbsp;Yu also serves as Assistant Chief Compliance Officer and AML Officer of the USCF ETF Trust, as well as Chief Compliance Officer of USCF Advisers LLC.
In addition, commencing May&nbsp;8, 2015, Ms.&nbsp;Yu serves as Chief Legal Officer and Assistant Secretary of the USCF ETF Trust and as Chief Legal Officer of USCF Advisers LLC. Previously, Ms.&nbsp;Yu served as Branch Chief with the Securities
Enforcement Branch for the State of Hawaii, Department of Commerce and Consumer Affairs from February 2008 to August 2011. She has been a principal of USCF listed with the CFTC and NFA since August&nbsp;7, 2013. Ms.&nbsp;Yu earned her JD from Golden
Gate University School of Law and a BS in business administration from San Francisco State University.&#148; </P>
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