Prospectus [Rule 424(b)(3)]



STYLE="font: 10pt Times New Roman, Times, Serif">









Filed Pursuant
to Rule 424(b)(3)






File No. 333-237750








< /p>




PROSPECTUS






United
States Oil Fund, LP

®

*






1,000,000,000
Shares






*Principal
U.S. Listing Exchange: NYSE Arca, Inc.





The
United States Oil Fund, LP (“USO”) is an exchange traded fund organized as a limited partnership that issues shares
that trade on the NYSE Arca stock exchange (“NYSE Arca”). USO’s investment objective is to track a benchmark
of short-term oil futures contracts. USO pays its general partner, United States Commodity Funds LLC (“USCF”), a limited
liability company, a management fee and incurs operating costs. Both USO and USCF are located at 1850 Mt. Diablo Boulevard, Suite
640, Walnut Creek, California 94596. The telephone number for both USO and USCF is 510.522.9600. In order for a hypothetical investment
in shares to break even over the next 12 months, assuming a selling price of $41.25 per share (the net asset value as of February
28, 2021), the investment would have to generate a 0.516% or $0.213 return, rounded to $0.21.




USO
is an exchange traded fund. This means that most investors who decide to buy or sell shares of USO shares place their trade orders
through their brokers and may incur customary brokerage commissions and charges. Shares trade on the NYSE Arca under the ticker
symbol “USO” and are bought and sold throughout the trading day at bid and ask prices like other publicly traded securities.




Shares
trade on the NYSE Arca after they are initially purchased by “Authorized Participants,” institutional firms that purchase
shares in blocks of 100,000 shares called “baskets” through USO’s marketing agent, ALPS Distributors, Inc. (the
“Marketing Agent”). The price of a basket is equal to the net asset value (“NAV”) of 100,000 shares on
the day that the order to purchase the basket is accepted by the Marketing Agent. The NAV per share is calculated by taking the
current market value of USO’s total assets (after close of NYSE Arca) subtracting any liabilities and dividing that total
by the total number of outstanding shares. The offering of USO’s shares is a “best efforts” offering, which
means that neither the Marketing Agent nor any Authorized Participant is required to purchase a specific number or dollar amount
of shares. USCF pays the Marketing Agent a marketing fee consisting of a fixed annual amount plus an incentive fee based on the
amount of shares sold. Authorized Participants will not receive from USO, USCF or any of their affiliates any fee or other compensation
in connection with the sale of shares. Aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related
services in connection with this offering of shares will not exceed ten percent (10%) of the gross proceeds of the offering.




Investors
who buy or sell shares during the day from their broker may do so at a premium or discount relative to the market value of the
underlying oil futures contracts in which USO invests due to supply and demand forces at work in the secondary trading market
for shares that are closely related to, but not identical to, the same forces influencing the prices of crude oil and the oil
futures contracts that serve as USO’s investment benchmark.

INVESTING IN USO INVOLVES RISKS SIMILAR TO THOSE INVOLVED
WITH AN INVESTMENT DIRECTLY IN THE OIL MARKET, BUT IT IS NOT A PROXY FOR TRADING DIRECTLY IN THE OIL MARKETS. Investing in USO
also involves the correlation risk described below and other significant risks. Unprecedented volatility in the crude oil markets
in 2020 demonstrates that these risks are real. You should consider carefully the risks described below before making an investment
decision.

See “

Risk Factors Involved with an Investment in USO

” beginning on page 11.




The
offering of USO’s shares is registered with the Securities and Exchange Commission (“SEC”) in accordance with
the Securities Act of 1933 (the “1933 Act”). The offering is intended to be a continuous offering and is not expected
to terminate until all of the registered shares have been sold or three years from the date of the original offering, whichever
is earlier, unless extended as permitted under the rules under the 1933 Act, although the offering may be temporarily suspended
if and when no suitable investments for USO are available or practicable. USO is not a mutual fund registered under the Investment
Company Act of 1940 (“1940 Act”) and is not subject to regulation under the 1940 Act.





NEITHER
THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.





USO
is a commodity pool and USCF is a commodity pool operator subject to regulation by the Commodity Futures Trading Commission (“CFTC”)
and the National Futures Association (“NFA”) under the Commodity Exchange Act (“CEA”).





THE
COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED
ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.






The
date of this prospectus is April 30, 2021.
























COMMODITY
FUTURES TRADING COMMISSION






RISK
DISCLOSURE STATEMENT






YOU
SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD
BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE
THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS
MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.






FURTHER,
COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR
THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS.
THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 56 AND A STATEMENT OF
THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 57.






THIS
BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL.
THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING
THE DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGE 11.






YOU
SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED
OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER
DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE
TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS
FOR THE POOL MAY BE EFFECTED.






SWAPS
TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR
SWAP TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS
INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL
RISK.






HIGHLY
CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY
LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE
OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR.






IN
EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT
A SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY
NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL’S
OBLIGATIONS OR THE POOL’S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE.
























TABLE
OF CONTENTS






























































































































































































































Page





Disclosure Document:








Prospectus Summary




1




USO’s Investment Objective and Strategy




1




Principal Investment Risks of an Investment in USO




8




USO’s Fees and Expenses




9




Risk Factors Involved with an Investment in USO




11




Investment Risk




11




Correlation Risk




13




Tax Risk




18




OTC Contract Risk




20




Other Risks




21




Additional Information about USO, its Investment Objective and Investments




31




Impact of Contango and Backwardation on Total Returns




34




What are the Trading Policies of USO?




37




Prior performance of USO




44




Composite Performance Data for USO




45




USO’s Operations




46




USCF and its Management and Traders




46




USO’s Service Providers




50




USO’s Fees and Expenses




56




Breakeven Analysis




57




Conflicts of Interest




58




Ownership or Beneficial Interest in USO




59




USCF’s Responsibilities and Remedies




59




Liability and Indemnification




59




Meetings




60




Termination Events




60




Provisions of Law




60




Books and Records




61




Statements, Filings, and Reports




61




Fiscal Year




62




Governing Law; Consent to Delaware Jurisdiction




62




Legal Matters




62




U.S. Federal Income Tax Considerations




65




Backup Withholding




73




Other Tax Considerations




74




Certain ERISA and Related Considerations




74




Form of Shares




76




Transfer of Shares




77




What is the Plan of Distribution




78




Calculating Per Share NAV




79




Creation and Redemption of Shares




80




Use of Proceeds




84




Information You Should Know




86




Summary of Promotional and Sales Material




86




Intellectual Property




86




Where you can Find More Information




87




Statement Regarding Forward-Looking Statements




87




Incorporation by Reference of Certain Information




87




Privacy Policy




88




Appendix A




A-1




Glossary of Defined Terms




A-1
























PROSPEC




TUS
SUMMARY






This
is only a summary of the prospectus and, while it contains material information about USO and its shares, it does not contain
or summarize all of the information about USO and the shares contained in this prospectus that is material and/or which may be
important to you. You should read this entire prospectus, including “Risk Factors Involved with an Investment in USO”
beginning on page 11, before making an investment decision about the shares. For a glossary of defined terms, see Appendix A.





United
States Oil Fund, LP (“USO”), a Delaware limited partnership, is a commodity pool that continuously issues common shares
of beneficial interest that may be purchased and sold on the NYSE Arca stock exchange (“NYSE Arca”). USO is managed
and controlled by United States Commodity Funds LLC (“USCF”), a Delaware limited liability company. USCF is registered
as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member
of the National Futures Association (“NFA”).





USO’s
Investment Objective an




d Strategy





The
investment objective of USO is for the daily changes in percentage terms of its shares’ per share net asset value (“NAV”)
to reflect the daily changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as
measured by the daily changes in the price of a specified short-term futures contract on light, sweet crude oil called the “Benchmark
Oil Futures Contract,” plus interest earned on USO’s collateral holdings, less USO’s expenses. USO seeks to
achieve its investment objective by investing so that the average daily percentage change in USO’s NAV for any period of
30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage change in the price of
the Benchmark Oil Futures Contract over the same period.




As
discussed herein, USO is currently unable to pursue its investment objective with the same high degree of success that it has
in the past due to its limited ability to invest in the Benchmark Oil Futures Contract and certain other Oil Futures Contracts,
as defined below, to the same extent it was able to before the market conditions that occurred in 2020, which are described herein,
arose. As a result of such market conditions, the regulatory limitations that were and could again be imposed on USO during that
time, and the risk mitigation measures described below, there is uncertainty as to whether USO will be able to achieve its investment
objective within as narrow a percentage change difference in USO’s NAV for any period of 30 successive valuation days and
the average daily percentage change in the price of the Benchmark Oil Futures Contract as it typically had prior to the Spring
of 2020 due to the factors described above. For example, the average percentage difference for the 30-day period ending March
31, 2020 was -0.004%, for the 30-day period ending April 30, 2020, it was -1.364% and for the 30-day period ending May 31, 2020,
it was -2.247%. While the divergence that occurred in the Spring of 2020 from USO’s historical levels of meeting its investment
objective within a narrower range of average percentage differences for a 30-day period has significantly diminished, larger average
percentage change differences could occur again, e.g., if market conditions and the regulatory and FCM risk mitigation response
akin to what took place in the Spring of 2020 were to reoccur.




As
a result of market and regulatory conditions, including significant market volatility, large numbers of USO shares purchased during
a short period of time, and applicable regulatory accountability levels and position limits on oil futures contracts and FCM risk
mitigation measures that were imposed on USO in 2020, including as a result of the COVID-19 pandemic and the state of crude oil
markets, USO has invested in Oil Futures Contracts in months other than the Benchmark Oil Futures Contract and has been limited
in its ability to invest in the Benchmark Oil Futures Contract, as noted above. The foregoing has impacted the performance of
USO and its ability meet its investment objective within as narrow a percentage difference between the average daily percentage
change in USO’s NAV for any period of 30 successive valuation days and the average daily percentage change in the price
of the Benchmark Oil Futures Contract as it typically had prior to the Spring of 2020.




USO’s
investment in Oil Futures Contracts in months other than the Benchmark Oil Futures Contract, other Oil Futures Contracts and Other-Oil
Related Interests (as defined below), is intended to be temporary but may continue indefinitely if the aforementioned market and
regulatory conditions do not continue to abate. Until such time as USO is able to return to investing in the Benchmark Oil Futures
Contract, its performance and ability to meet its investment objective will continue to be impacted.




See,

Recent Developments Impacting the Ability of USO to Achieve Its Investment Objective and Strategy

, below.











1
















What
Is the “Benchmark Oil Futures Contract”?





The
Benchmark Oil Futures Contract is the futures contract on light, sweet crude oil as traded on the New York Mercantile Exchange
(the “NYMEX”) that is the near month contract to expire, except when the near month contract is within two weeks of
expiration, in which case it will be measured by the futures contract that is the next month contract to expire.




USO
seeks to achieve its investment objective by investing primarily in futures contracts for light, sweet crude oil, other types
of crude oil, diesel-heating oil, gasoline, natural gas, and other petroleum-based fuels that are traded on the NYMEX, ICE Futures
Europe and ICE Futures U.S. (together, “ICE Futures”) or other U.S. and foreign exchanges (collectively, “Oil
Futures Contracts”) and to a lesser extent, in order to comply with regulatory requirements, risk mitigation measures, liquidity
requirements, or in view of market conditions, other oil-related investments such as cash-settled options on Oil Futures Contracts,
forward contracts for oil, cleared swap contracts and non-exchange traded (“over-the-counter” or “OTC”)
transactions that are based on the price of oil, other petroleum-based fuels, Oil Futures Contracts and indices based on the foregoing
(collectively, “Other Oil-Related Investments”). Market conditions that USCF currently anticipates could cause USO
to invest in Other Oil-Related Investments include those allowing USO to obtain greater liquidity or to execute transactions with
more favorable pricing. (For convenience and unless otherwise specified, Oil Futures Contracts and Other Oil-Related Investments
collectively are referred to as “Oil Interests” in this prospectus.)




In
addition, USCF believes that market arbitrage opportunities will cause daily changes in USO’s share price on the NYSE Arca
on a percentage basis to closely track daily changes in USO’s per share NAV on a percentage basis but there can be no assurance
of that. USCF further believes that daily changes in prices of the Benchmark Oil Futures Contract have historically closely tracked
the daily changes in spot prices of light, sweet crude oil. USCF believes that the net effect of these relationships will be that
the daily changes in the price of USO’s shares on the NYSE Arca on a percentage basis will closely track the daily changes
in the spot price of a barrel of light, sweet crude oil on a percentage basis, plus interest earned on USO’s collateral
holdings, less USO’s expenses. However, while USO has been able to meet its investment objective, it has been difficult
for USO to do so within as narrow a range of percentage change differences in USO’s NAV for any period of 30 successive
valuation days and the average daily percentage change in the price of the Benchmark Oil Futures Contract over the same period
as it typically had prior to the Spring of 2020 due to the factors described above.. In addition, changes in the price of USO’s
shares on the NYSE Arca on a percentage basis are not tracking the daily changes in the spot price of crude oil on a percentage
basis as closely as they were tracking before the occurrence of the COVID-19 pandemic and the significant market volatility that
occurred in 2020 in the crude oil markets and the oil futures markets.




Specifically,
USO seeks to achieve its investment objective by investing so that the average daily percentage change in USO’s NAV for
any period of 30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage change
in the price of the Benchmark Oil Futures Contract over the same period.




Investors
should be aware that USO’s investment objective is

not

for its NAV or market price of shares to equal, in dollar
terms, the spot price of light, sweet crude oil or any particular futures contract based on light, sweet crude oil,

nor

is USO’s investment objective for the percentage change in its NAV to reflect the percentage change of the price of any
particular futures contract as measured over a time period

greater than one day

. This is because natural market forces
called contango and backwardation have impacted the total return on an investment in USO’s shares during the past year relative
to a hypothetical direct investment in crude oil and, in the future, it is likely that the relationship between the market price
of USO’s shares and changes in the spot prices of light, sweet crude oil will continue to be so impacted by contango and
backwardation. (It is important to note that the disclosure above ignores the potential costs associated with physically owning
and storing crude oil, which could be substantial.)





Recent
Developments Impacting the Ability of USO to Achieve Its Investment Objective and Strategy





Historically,
USO has achieved its investment objective by primarily investing in the Benchmark Oil Futures Contract and Oil Futures Contracts
for light, sweet crude oil traded on NYMEX and ICE Futures with the same maturity month as the Benchmark Oil Futures Contract.
Certain circumstances could cause and have caused, as discussed below, USO to invest in Oil Futures Contracts other than the Benchmark
Oil Futures Contract and may cause USO to invest in Other Oil-Related Investments. Such circumstances include:











·



The
need to comply with regulatory requirements (including, but not limited to, exchange
accountability levels and position limits imposed by NYMEX discussed below);











·



Market
conditions (including but not limited to those allowing USO to obtain greater liquidity
or to execute transactions with more favorable pricing); and











·



Risk
mitigation measures taken by USO’s futures commission merchants (“FCMs”)
RBC Capital Markets, LLC (“RBC Capital” or “RBC”) and other FCMs
that limit USO and other market participants from investing in particular crude oil futures
contracts.




Significant
market volatility occurred in the crude oil markets and the oil futures markets in 2020. Such volatility was attributable to the
COVID-19 pandemic, disputes among oil-producing countries over the potential limits on the production of crude oil, a corresponding
collapse in demand for crude oil and a lack of on-land storage for crude oil. These conditions, together with the prospect that
such conditions could reoccur, severely limited and continue to significantly limit USO’s ability to have a substantial
portion of its assets invested in the Benchmark Oil Futures Contract and certain other Oil Futures Contracts of the same month,
such as cash-settled, but substantially similar, oil futures contracts traded on ICE Futures (the “ICE WTI Contract”).
Specifically:











2






















·



In
2020, NYMEX and ICE Futures imposed accountability levels and position limits on USO’s
investments in the Benchmark Oil Futures Contract and the ICE WTI Contract, respectively.
As described in more detail below, the NYMEX ordered USCF, USO and the Related Public
Funds (as defined herein) not to assume a position in the light, sweet crude oil futures
contract for June 2020 in excess of 15,000 long futures contracts, for July 2020 in excess
of 78,000 long futures contracts, for August 2020 in excess of 50,000 long futures contracts,
and for September 2020 in excess of 35,000 long futures contracts. While these limits
no longer apply, NYMEX’s current accountability level for investments for any one
month in the Benchmark Oil Futures Contract is 10,000 contracts and an accountability
level for all months of 20,000 net futures contracts for light, sweet crude oil apply.
In addition, the ICE WTI Contract was in 2020, and is currently, subject to spot month
and all-months-combined position limits established under the European Union’s
Market in Financial Instruments Directive, as implemented by the Financial Conduct Authority
in the United Kingdom. ICE Futures also imposes accountability levels and position limits
on the ICE WTI Contract. Investors should note that the foregoing accountability levels
and position limits are subject to change, which in turn could change the amount and
type of permitted investments in which USO invests. See,

RISK FACTORS INVOLVED WITH
AN INVESTMENT IN USO—

Accountability levels, position limits, and daily price
fluctuation limits set by the exchanges have the potential to cause tracking error, by
limiting USO’s investments, including its ability to fully invest in the Benchmark
Oil Futures Contract, which could cause the price of shares to substantially vary from
the price of the Benchmark Oil Futures Contract


.











·



In
2020,

RBC imposed risk mitigation measures that
constrained USO’s ability to invest in the Benchmark Oil Futures Contract and other
Oil Futures Contracts. RBC, which at the time was USO’s only FCM, expressly informed
USO that USO may not hold positions in the June Benchmark Oil Futures Contract expiring
on May 19, 2020. At the time it imposed this restriction, RBC continued to trade and
clear other Oil Futures Contracts for USO, including in connection with rolls and rebalances
of its portfolio. RBC also advised USO at that time, that, going forward, it may only
purchase additional Benchmark Oil Futures Contracts and other Oil Futures Contracts through
RBC for rolls and rebalances of USO’s portfolio and not as investments for the
proceeds of new Creation Baskets. The limits on positions imposed by RBC on holdings
in USO’s portfolio applied regardless of whether the Oil Futures Contracts purchased
would be within the accountability levels and position limits permitted by NYMEX and
ICE. RBC has since informed USO that USO may resume purchasing Oil Futures Contracts
for investment of the proceeds from Creation Baskets.





Subsequent
to RBC’s imposition of risk mitigation measures in 2020, USO entered into agreements with RCG Division of Marex Spectron
(“RCG”), ED & F Man Capital Markets Inc. (“MCM”), and Macquarie Futures USA LLC (“MFUSA”)
to become additional FCMs for USO. These FCMs have not precluded USO from purchasing, holding, or reinvesting the proceeds from
the purchases of Creation Baskets in Oil Futures Contracts, including the Benchmark Oil Futures Contract. However, limits could
be imposed by any FCM that, coupled with the risk measures already taken by RBC, would continue to limit USO’s ability to
have a substantial portion of its assets invested in the Benchmark Oil Futures Contract. USO cannot predict with any certainty
when and whether RBC will remove its limitations on holding certain positions in Oil Future Contracts, or whether, or to what
extent, any such limits may be imposed by any other FCM in the future. USO may enter into agreements with other FCMs but it cannot
predict whether or when it will enter into such agreements.











·



A
large number of USO shares were purchased during a relatively short period of time in
March and April 2020.




These
events significantly limited USO’s current ability to have a substantial portion of its assets invested in the Benchmark
Oil Futures Contract and, during the Spring of 2020, in other Oil Futures Contracts. Accordingly, and as such factors have continued
to evolve, USO invested in other permitted Oil Futures Contracts and had to more frequently rebalance and adjust the types of
holdings in its portfolio than it has in the past. In addition, the current limitations being imposed by the exchanges and FCMs
limit USO’s ability to invest in certain Oil Futures Contracts. As a result, USO currently will be limited in its ability
to invest in certain Oil Futures Contracts, including the Benchmark Oil Futures Contract, and may be required to invest in other
permitted investments including Other Oil-Related Interests, and may hold larger amounts of Treasuries, cash and cash equivalents,
which could impair USO’s ability to meet its investment objective.











3















USO
has had the ability to invest in Oil Futures Contracts beyond the Benchmark Oil Futures Contract and in Other Oil-Related Investments
but, until recently, USO’s need to exercise its discretion in making such investments has been limited. Certain circumstances,
including market conditions, applicable regulatory requirements and risk mitigation measures imposed by FCMs, counterparties or
other market participants, require USO to exercise greater discretion in investing than in the past. USO has established parameters
for the decision-making regarding the permitted investments USO will hold and the intended order of priority it will consider
in selecting investments to be held in USO’s portfolio as set forth and discussed in greater detail below. The application
of the below parameters requires USO to exercise its discretion. If, due to regulatory requirements, risk mitigation measures,
market conditions, liquidity requirements or other factors, USO is not able to invest in accordance with such parameters and the
intended order of priority, such methodology may change.




Accordingly,
for the foreseeable future, to address and comply with the market conditions, regulatory requirements and other factors that have
influenced, and will continue to influence, its investment decisions, USO intends to buy or sell the following permitted investments
taking into account the order, or waterfall, set forth below when USO increases or decreases either its portfolio overall or its
holdings of particular investments:





























































































1.



The current or front month
(“first month”) Oil Futures Contracts based on the price of the light, sweet crude oil known as West Texas Intermediate
(“WTI”) or, which are priced off of the oil futures contracts based on WTI as traded on the NYMEX including the
Benchmark Oil Futures Contracts and the ICE WTI Contract (“WTI Oil Futures Contracts”); then















2.



The first month, the next or following
month (“second month”, with months thereafter 2. being numerically designated, i.e., the third month, the fourth
month, the fifth month, etc.) and the third month WTI Oil Futures Contracts; then















3.



The first through the sixth month WTI Oil
Futures Contracts, plus the next nearest June WTI Oil Futures Contracts or the next nearest December WTI Oil Futures Contracts
that is not included in the first through sixth months; then















4.



The first through the twelfth month WTI
Oil Futures Contracts; then















5.



The first through the twelfth month WTI
Oil Futures Contracts plus the second through thirteenth month Oil Futures Contracts based on Brent Crude Oil traded on ICE
Futures (“Brent Oil Futures Contracts”); then















6.



The first through the twelfth month WTI
Oil Futures Contracts Months plus the second through thirteenth month Brent Oil Futures Contracts plus the first through the
twelfth month Oil Futures Contracts based on Ultra Low Sulfur Diesel Oil Futures Contract traded on NYMEX (“USDL Oil
Futures Contract”); then















7.



The first through the twelfth month WTI
Oil Futures Contracts plus the second through thirteenth month Brent Oil Futures Contracts plus the first through the twelfth
month USDL Oil Futures Contracts plus the first through the twelfth month RBOB Gasoline Oil Futures Contracts (“Gasoline
Futures Contract”); then















8.



USO may also utilize the Oil Futures Contracts
based on WTI, WTI Oil Futures Contacts or other types of crude oil traded on the Dubai, Singapore, and Houston exchanges,
if and when these contracts reach sufficient scale and liquidity to meaningfully contribute to USO’s investment objective,
in addition to the foregoing investments; then, finally,















9.



Other Oil-Related Investments, in addition
to the foregoing investments.




If,
due to regulatory requirements, risk mitigation measures, market conditions, liquidity requirements or other factors, USO is not
able to invest in a particular month contract described above, then it will adjust the methodology incrementally beginning from
the nearest month contract available to it that it is reasonable or feasible to hold in light of such factors.




If
USO uses OTC swaps or other instruments, those OTC swaps or instruments would also provide exposure to one or more of the same
above-described permitted investments in varying months or contracts. USO also anticipates that to the extent it invests in Oil
Futures Contracts other than WTI Oil Futures Contacts) and Other Oil- Related Investments, it may enter into various non-exchange-traded
derivative contracts to hedge the short-term price movements of such Oil Futures Contracts and Other Oil-Related Investments against
the current Benchmark Oil Futures Contract.











4















The
progression from one stage of permitted investments described in the above waterfall to the next stage, including the specific
target weights for the particular portfolio investments to be held by USO, will take into account, to the extent applicable, the
relative levels of open interest, position limits, and other factors. The specific permitted investments and the identified target
weights for such investments, consistent with progression from one stage of the above-described waterfall to the next stage, will
be published on the website the day before the start of (i) any monthly roll/rebalance period for the end of such roll/rebalance
period, and (ii) any rebalancing to be done outside of the monthly roll period due to market conditions, regulatory requirements
and other factors described herein. In extreme circumstances, changes may need to be made intraday. In such circumstances, the
changes will be published on the website at the end of the day. USO will attempt to execute rebalances required over several days
to minimize market impact. However, it may be necessary to execute these risk measures rapidly and with minimal notice. Published
portfolio changes will be implemented by USO over the course of the roll/rebalance period as indicated on the website or over
the course of another day or period with respect to a particular change outside of the roll.




USO
will progress through the stages of the above describe waterfall of permitted investments as it approaches regulatory or other
limits or as necessary to address market conditions, or other factors, including additional investments in USO, requiring consideration
of particular levels of the waterfall. Generally, USO will invest in each stage of the waterfall in the order described above.
However, USO, in its sole discretion, may proceed to invest in a further stage of the waterfall (i.e., skipping over a particular
stage) if it determines it may exceed position limits in the immediately following stage of the above waterfall within the next
month.




The
investment intention announced by USO could change as a result of any or all of the following: evolving market conditions, a change
in regulator accountability levels and position limits imposed on USO with respect to its investment in Oil Futures Contracts,
additional or different risk mitigation measures taken by market participants, generally, including USO, with respect to USO acquiring
additional Oil Futures contracts, or USO selling additional shares. USO’s ability to invest in the Benchmark Oil Futures
Contract could be limited by any of these occurrences. In addition, while determining the appropriate investments for USO’s
portfolio in accordance with its current intention, or to address the foregoing changes in market conditions, regulatory requirements
or risk mitigation measures, USO may need to hold significant portions of its portfolio in cash beyond what it has historically
held in order to satisfy potential margin requirements.




USCF
may not be able to fully invest USO’s assets in Benchmark Oil Futures Contracts having an aggregate notional amount exactly
equal to USO’s NAV. For example, as standardized contracts, the Benchmark Oil Futures Contracts are for a specified amount
of a particular commodity, and USO’s NAV and the proceeds from the sale of a Creation Basket are unlikely to be an exact
multiple of the amounts of those contracts. As a result, in such circumstances, USO may be better able to achieve the exact amount
of exposure to changes in price of the Benchmark Oil Futures Contract through the use of Other Oil-Related Investments, such as
OTC contracts that have better correlation with changes in price of the Benchmark Oil Futures Contract.




USCF
does not anticipate letting USO’s Oil Futures Contracts expire and taking delivery of the underlying commodity. Instead,
USCF will close existing positions, e.g., when it changes the Benchmark Oil Futures Contracts or Other Oil-Related Investments
or it otherwise determines it would be appropriate to do so and reinvests the proceeds in new Oil Futures Contracts or Other Oil-Related
Investments. Positions may also be closed out to meet orders for Redemption Baskets and in such case proceeds for such baskets
will not be reinvested.




While
it is USO’s expectation that at some point in the future it will be able to return to primarily investing in the Benchmark
Oil Futures Contract, there can be no guarantee of when, if ever, that will occur. In addition, because of the limitations imposed
on USO, for example, by its regulators and its FCMs, USO may be limited in investing in other Oil Futures Contracts in addition
to the Benchmark Oil Futures Contract. Limitations on USO may negatively impact the ability of USO (i) to reallocate its investments
to more favorably meet its investment objective or (ii) in connection with the purchase of Creation Baskets, to invest the proceeds
of such purchases in Oil Futures Contracts. As a result, investors in USO should expect USO’s ability to invest in the Benchmark
Oil Futures Contract and other Oil Futures Contracts will continue to be limited and USO may be required to invest in Other Oil-Related
Interests. As a result, there may be continued wider deviations between the performance of USO’s investments and the Benchmark
Oil Futures Contract than prior to the Spring of 2020, and that changes in USO’s share price may not be able to track changes
in the price of the Benchmark Oil Futures Contract within as narrow a percentage change difference for any period of 30 successive
valuation days as it typically had prior to the Spring of 2020. The inability to closely track the Benchmark Oil Futures Contract
and, as described in this prospectus, the changes in its portfolio of investments, and the impact of changing levels of contango,
will impact the performance of USO and the value of its shares.











5

















Commencement
of investing in investments other than the Benchmark Oil Futures Contract.


In light of the volatility and the resulting
events described above that limited USO’s ability to invest in the Benchmark Oil Futures Contract, on April 17, 2020, USO
announced its intention to invest in Oil Futures Contracts other than the Benchmark Oil Futures Contract. USO also indicated that
it could, if it determined it appropriate in light of market conditions and regulatory requirements, invest in Other Oil-Related
Interests. As of the date of this prospectus, it is likely that the factors limiting USO’s investments in the Benchmark
Oil Futures Contract will continue and that USO’s need to invest in other Oil Futures Contracts and, potentially other permitted
investments, will continue.




Investments
intended to meet USO’s investment objective, other than investments in the Benchmark Oil Futures Contract, may impact the
performance of USO and can make it more difficult for USO to track the Benchmark Oil Futures Contract or meet its investment objective.
The changes to USO’s portfolio holdings in the Spring of 2020 resulted in significant deviations which made it more difficult
for USO to meet its intended investment objective , which is for the daily percentage changes in the NAV per share to reflect
the daily percentage changes of the spot price of light, sweet crude oil, as measured by the daily percentage changes in the price
of the Benchmark Oil Futures Contract, plus interest earned on USO’s collateral holdings, less USO’s expenses, within
as narrow a percentage difference between the average daily percentage change in USO’s NAV for any period of 30 successive
valuation days and the average daily percentage change in the price of the Benchmark Oil Futures Contract as it typically had
prior to the Spring of 2020.











6















Although
USO seeks to achieve its investment objective by investing so that the average daily percentage change in USO’s NAV for
any period of 30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage change
in the price of the Benchmark Oil Futures Contract over the same period, the price of the Benchmark Oil Futures Contract could,
in the future, and has, in the past, exceeded plus/minus 10%. For example, in April 2020, the NAV of USO deviated from the price
of the Benchmark Oil Futures Contract by -16.527%. We note that this deviation was not the 30 day average and was the result of
the market conditions and other circumstances described herein that occurred in 2020. However, if such deviations had continued
over a period of thirty (30) successive valuation days, USO would not have met its stated investment objective.






Increased
transparency into USO’s investment intentions.


In addition to disclosing USO’s end of day portfolio of investments,
USO discloses any changes to its investment intentions with respect to the type and percentage of investments in USO’s portfolio.
The parameters for making decisions regarding the permitted investments USO holds, including the intended order of priority or
waterfall it considers in selecting investments and the type of investments to be held in its portfolio is set forth in the section
“What is USO’s Investment Strategy?”. Such parameters and order of priority are discretionary to USO and, as
described below, can be changed by USO due to regulatory requirements, risk mitigation measures, market conditions, liquidity
requirements or other factors. Further, the type and percentages of investments to be held by USO at the end of the monthly roll
period as well as going forward, including for any rebalances, is published on its website www.uscfinvestments.com. For the foreseeable
future, USO intends to buy or sell its permitted investments when USO increases or decreases either its portfolio overall or its
holdings of particular investments. See,

What are the Trading Policies of USO?

below.




The
investment intention announced by USO on its website as described above could change as a result of any or all of the following:











·



Evolving
market conditions











·



A
change in regulatory accountability levels and position limits imposed on USO with respect
to its investment in Oil Futures Contracts











·



Risk
mitigation measures taken by market participants generally, including USO, with respect
to USO acquiring additional Oil Futures contracts, or USO selling additional shares.




USO’s
ability to invest in the Benchmark Oil Futures Contract could be limited by any of these occurrences. In addition, while determining
the appropriate investments for USO’s portfolio in accordance with its current intention, or to address the foregoing changes
in market conditions, regulatory requirements or risk mitigation measures, USO may need to hold significant portions of its portfolio
in cash beyond what it has historically held in order to satisfy potential margin requirements.






USO
is not leveraged.


USO has not leveraged, and does not intend to leverage, its assets through borrowings or otherwise,
and makes its investments accordingly. Consistent with the foregoing, USO’s announced investment intentions, and any changes
thereto, will take into account the need for USO to make permitted investments that also allow it to maintain adequate liquidity
to meet its margin and collateral requirements and to avoid, to the extent reasonably possible, USO becoming leveraged. If market
conditions require it, these risk reduction procedures, including changes to USO’s investments, may occur on short notice
if they occur other than during a roll or rebalance period.






USO
may temporarily limit the offering of Creation Baskets.


USO may determine to limit the issuance of its shares through
the offering of Creation Baskets to its Authorized Purchasers in order to allow it to reinvest the proceeds from sales of its
Creation Baskets in currently permitted assets in a manner that meets its investment objective.




USO
will announce to the market through the filing of a Current Report on Form 8-K if it intends to limit the offering of Creation
Baskets to allow it to better reinvest the proceeds from sales of its Creation Baskets in currently available permitted assets
in a manner that meets its investment objective. In making such an announcement, USO will indicate that it will announce on its
website each day prior to the opening of trading on the NYSE Arca the number of Creation Baskets to be offered that day. Orders
for Creation Baskets will be considered for acceptance in the order they are received by USO. USO will continue to accept requests
for redemption of its shares from Authorized Purchasers through Redemption Baskets during the period of the limited offering of
Creation Baskets. During this period of time, USO will continue to make investments in accordance with the parameters as disclosed
herein. If USO determines that USO’s investment objective cannot be reasonably met by investing in Oil Futures Contracts
and Other Oil-Related Investments, it may continue to limit requests for the issuance of additional shares in USO until such time
as it determines that appropriate investments are available. See,


RISK FACTORS INVOLVED WITH AN INVESTMENT IN USO—may
determine that to allow it to reinvest the proceeds from sales of its Creation Baskets in currently permitted assets in a manner
that meets its investment objective it may limit or suspend its offers of Creation Baskets.













7
















Recent
Reverse Stock Split





On
April 28, 2020 after the close of trading on NYSE Arca, Inc., USO effected a one-for-eight reverse share split, and post-split
shares of USO began trading on April 29, 2020. USO previously announced the reverse share split in its press release dated April
22, 2020. As a result of the reverse share split, every eight pre-split shares of USO were automatically exchanged for one post-split
share. Immediately prior to the reverse share split there were 1,482,900,000 shares of USO issued and outstanding, each representing
an NAV of $2.04. Immediately after the reverse share split and pre-settlement, the number of issued and outstanding shares of
USO decreased to 185,362,500, not accounting for the treatment of fractional shares, and the NAV relating to each share increased
to $16.35. Where indicated herein, USO’s historical performance has been adjusted to take into account this reverse stock
split.





Principal
Investment Risks o




f an Investment in USO





An
investment in USO involves a degree of risk. Some of the risks you may face are summarized below. A more extensive discussion
of these risks appears beginning on page 11.





Investment
Risk





Investors
may choose to use USO as a means of investing indirectly in crude oil.

INVESTING IN USO INVOLVES RISKS SIMILAR TO THOSE INVOLVED
WITH AN INVESTMENT DIRECTLY IN THE OIL MARKET, BUT IT IS NOT A PROXY FOR TRADING DIRECTLY IN THE OIL MARKETS.

Investing in
USO also involves the correlation risk described below and other significant risks. There are significant risks and hazards inherent
in the crude oil industry that may cause the price of crude oil to widely fluctuate. Recent and unprecedented volatility that
occurred in the crude oil markets in 2020 demonstrates that these risks are real.





Correlation
Risk





To
the extent that investors use USO as a means of indirectly investing in crude oil, there is the risk that the daily changes in
the price of USO’s shares on the NYSE Arca on a percentage basis, will not closely track the daily changes in the spot price
of light, sweet crude oil on a percentage basis. This could happen if the price of shares traded on the NYSE Arca does not correlate
closely with the value of USO’s NAV; the changes in USO’s NAV do not correlate closely with the changes in the price
of the Benchmark Oil Futures Contract; or the changes in the price of the Benchmark Oil Futures Contract do not closely correlate
with the changes in the cash or spot price of crude oil. This is a risk because if these correlations do not exist, then investors
may not be able to use USO as a cost-effective way to indirectly invest in crude oil or as a hedge against the risk of loss in
crude oil-related transactions.




The
price relationship between the near month contract to expire and the next month contract to expire that compose the Benchmark
Oil Futures Contract will vary and may impact both the total return over time of USO’s NAV, as well as the degree to which
its total return tracks other crude oil price indices’ total returns. In cases in which the near month contract’s
price is lower than the next month contract’s price (a situation known as “contango” in the futures markets),
then absent the impact of the overall movement in crude oil prices the value of the benchmark contract would tend to decline as
it approaches expiration. In cases in which the near month contract’s price is higher than the next month contract’s
price (a situation known as “backwardation” in the futures markets), then absent the impact of the overall movement
in crude oil prices the value of the benchmark contract would tend to rise as it approaches expiration. Contango and backwardation
can exist and be amplified to the extent the subsequent month is one or more months beyond the next month and under certain market
conditions.




In
2020, in the context of the COVID-19 pandemic and disputes among oil-producing countries regarding potential limits on the production
of crude oil, significant market volatility occurred and is continuing in the crude oil markets as well as the oil futures markets.
As a result of market and regulatory conditions, including significant market volatility, large numbers of USO shares purchased
during a short period of time, applicable regulatory accountability levels and position limits on oil futures contracts and FCM
risk mitigation measures that were imposed on USO in 2020, USO invested in Oil Futures Contracts in months other than the Benchmark
Oil Futures Contracts and was limited in its investments in the Benchmark Oil Futures Contract. While USO has been able to meet
its investment objective, it has been difficult for USO to do so within as narrow a range of percentage change differences in
USO’s NAV for any period of 30 successive valuation days and the average daily percentage change in the price of the Benchmark
Oil Futures Contract over the same period as it typically had prior to the Spring of 2020 due to the factors described above.
In addition, changes in the price of USO’s shares on the NYSE Arca on a percentage basis are not tracking the daily changes
in the spot price of crude oil on a percentage basis as closely as they were tracking before the occurrence of the COVID-19 pandemic
and the significant market volatility that occurred in 2020 in the crude oil markets and the oil futures markets.











8















USO
intends to attempt to continue tracking the Benchmark Oil Futures Contract as closely as possible. However, in view of the market
and regulatory environment that occurred during the Spring of 2020, there is a possibility that similar circumstances could reoccur
and result in significant tracking deviations above and beyond the differences that historically occurred before that time, when
USO’s primary investment was the Benchmark Oil Futures Contract and light sweet crude oil futures contracts of the same
month traded on ICE Futures. In addition, the types of permitted investments that USO invests in as a result of limits imposed
by its FCMs and its OTC counterparties, as well as regulatory requirements, if applicable, in trying to achieve its investment
objective, such as investing in Oil Futures Contracts with later tenors than the Benchmark Oil Futures Contract, will typically
cause USO to experience lesser effects from contango and backwardation than would be the case if USO’s holdings were primarily
in Oil Futures Contracts in the first month or second month. While it is USO’s expectation that at some point in the future
it will return to primarily investing in the Benchmark Oil Futures Contract and related ICE WTI Futures or other similar futures
contracts of the same tenor based on light, sweet crude oil, there can be no guarantee of when, if ever, that will occur. As a
result, investors in USO should expect that there will be continued deviations between the performance of USO’s investments
and the Benchmark Oil Futures Contract and that USO may not be able to track the Benchmark Oil Futures Contract within as narrow
a percentage change difference in USO’s NAV for any period of 30 successive valuation days and the average daily percentage
change in the price of the Benchmark Oil Futures Contract as it typically had prior to the Spring of 2020 due to the factors described
above.





Tax Risk





USO
is organized and operated as a limited partnership in accordance with the provisions of its limited partnership agreement and
applicable state law, and therefore, has a more complex tax treatment than conventional mutual funds.





Over-the-Counter
(‘OTC) Contract Risk





USO
may also invest in Other Oil-Related Investments, many of which are negotiated or OTC contracts that are not as liquid as Oil
Futures Contracts and expose USO to credit risk that its counterparty may not be able to satisfy its obligations to USO.





Other
Risks





USO
pays fees and expenses that are incurred regardless of whether it is profitable.




Unlike
mutual funds, commodity pools or other investment pools that manage their investments in an attempt to realize income and gains
and distribute such income and gains to their investors, USO generally does not distribute cash to shareholders. You should not
invest in USO if you will need cash distributions from USO to pay taxes on your share of income and gains of USO, if any, or for
any other reason.




You
will have no rights to participate in the management of USO and will have to rely on the duties and judgment of USCF to manage
USO.




USO
is subject to actual and potential inherent conflicts involving USCF, various commodity futures brokers and Authorized Participants,
the institutional firms that directly purchase and redeem shares in baskets. USCF’s officers, directors and employees do
not devote their time exclusively to USO. USCF’s persons are directors, officers or employees of other entities that may
compete with USO for their services, including the other commodity pools (the Related Public Funds) that USCF manages. USCF could
have a conflict between its responsibilities to USO and to those other entities. As a result of these and other relationships,
parties involved with USO have a financial incentive to act in a manner other than in the best interests of USO and the shareholders.





USO’s Fees and Ex




penses






This
table describes the fees and expenses that you may pay if you buy and hold shares of USO. You should note that you may pay brokerage
commissions on purchases and sales of USO’s shares, which are not reflected in the table. Authorized Participants will pay
applicable creation and redemption fees.

See

“Creation and Redemption of Shares

—Creation and Redemption
Transaction Fee

,” page 83.












9
















Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

(1)

































Management Fees



0.45

%

Distribution Fees




None



Other Fund Expenses



0.38

%

Total Annual Fund Expenses



0.83

%
















(1)



Based
on amounts for the year ended December 31, 2020. The individual expense amounts in dollar
terms are shown in the table below. As used in this table, (i) Professional Expenses
include expenses for legal, audit, tax accounting and printing; and (ii) Independent
Director and Officer Expenses include amounts paid to independent directors and for officers’
liability insurance.














































Management fees


$

15,388,313


Professional Expenses


$

2,694,975


Brokerage commissions


$

6,104,865


Licensing fees


$

512,944


Registration fees


$

3,203,939


Independent Directors and Officer Expenses


$

391,372








These
amounts are based on USO’s average total net assets, which are the sum of daily total net assets of USO’s divided
by the number of calendar days in the year. For the year ended December 31, 2020, USO’s average total net assets were $

3,419,675,764

.











10















RISK
FACTORS INVO




LVED WITH AN INVESTMENT IN USO






You
should consider carefully the risks described below before making an investment decision. You should also refer to the other information
included in this prospectus as well as information found in our periodic reports, which include USO’s financial statements
and the related notes, that are incorporated by reference. See “Incorporation By Reference of Certain Information”,
page 87.





USO’s
investment objective is for the daily percentage changes in the NAV per share to reflect the daily percentage changes of the spot
price of light, sweet crude oil, as measured by the daily percentage changes in the price of Benchmark Oil Futures Contract, plus
interest earned on USO’s collateral holdings, less USO’s expenses. USO seeks to achieve its investment objective by
investing so that the average daily percentage change in USO’s NAV for any period of 30 successive valuation days will be
within plus/minus ten percent (10%) of the average daily percentage change in the price of the Benchmark Oil Futures Contract
over the same period. USO’s investment strategy is designed to provide investors with a cost-effective way to invest indirectly
in crude oil and to hedge against movements in the spot price of light, sweet crude oil.




As
a result of market and regulatory conditions in the Spring of 2020, discussed herein, including significant market volatility,
large numbers of USO shares purchased during a short period of time, applicable regulatory accountability levels and position
limits on oil futures contracts and FCM risk mitigation measures that were imposed on USO in 2020, USO invested in Oil Futures
Contracts in months other than the Benchmark Oil Futures Contracts and was limited in its investments in the Benchmark Oil Futures
Contract. While USO has been able to meet its investment objective, it has been difficult for USO to do so within as narrow a
range of percentage change differences in USO’s NAV for any period of 30 successive valuation days and the average daily
percentage change in the price of the Benchmark Oil Futures Contract over the same period as it typically had prior to the Spring
of 2020 due to the factors described above. In addition, changes in the price of USO’s shares on the NYSE Arca on a percentage
basis are not tracking the daily changes in the spot price of crude oil on a percentage basis as closely as they were tracking
before the occurrence of the COVID-19 pandemic and the significant market volatility that occurred in 2020 in the crude oil markets
and the oil futures markets.




Moreover,
because of the prospect of or the reoccurrence of those market conditions result in regulatory conditions could be imposed on
USO, and the risk mitigation that have and could also be imposed on USO, there is uncertainty as to whether or when USO will be
able to achieve its investment objective with the same degree of precision as before the Spring of 2020.




An
investment in USO involves investment risk similar to a direct investment in Oil Futures Contracts and Other Oil-Related Investments,
and but it is not a proxy for investing in the oil markets. Investing in USO also involves correlation risk, or the risk that
investors purchasing shares to hedge against movements in the price of crude oil will have an efficient hedge only if the price
they pay for their shares closely correlates with the price of crude oil. In addition to investment risk and correlation risk,
an investment in USO involves tax risks, OTC risks, and other risks.





Investment Ris




k






The
NAV of USO’s shares relates directly to the value of the Benchmark Oil Futures Contracts and other assets held by USO and
fluctuations in the prices of these assets could materially adversely affect an investment in USO’s shares. Past performance
is not necessarily indicative of future results; all or substantially all of an investment in USO could be lost.





The
net assets of USO consist primarily of investments in Oil Futures Contracts and, to a lesser extent, in Other Oil-Related Investments.
The NAV of USO’s shares relates directly to the value of these assets (less liabilities, including accrued but unpaid expenses),
which in turn relates to the price of light, sweet crude oil in the marketplace. Crude oil prices depend on local, regional and
global events or conditions that affect supply and demand for oil.






Economic
conditions impacting crude oil.


The demand for crude oil correlates closely with general economic growth rates. The occurrence
of recessions or other periods of low or negative economic growth will typically have a direct adverse impact on crude oil prices.
Other factors that affect general economic conditions in the world or in a major region, such as changes in population growth
rates, periods of civil unrest, pandemics (e.g. COVID-19), government austerity programs, or currency exchange rate fluctuations,
can also impact the demand for crude oil. Sovereign debt downgrades, defaults, inability to access debt markets due to credit
or legal constraints, liquidity crises, the breakup or restructuring of fiscal, monetary, or political systems such as the European
Union, and other events or conditions (e.g. pandemics such as COVID-19) that impair the functioning of financial markets and institutions
also may adversely impact the demand for crude oil.










11
















Other
crude oil demand-related factors.


Other factors that may affect the demand for crude oil and therefore its price, include
technological improvements in energy efficiency; seasonal weather patterns, which affect the demand for crude oil associated with
heating and cooling; increased competitiveness of alternative energy sources that have so far generally not been competitive with
oil without the benefit of government subsidies or mandates; and changes in technology or consumer preferences that alter fuel
choices, such as toward alternative fueled vehicles.






Other
crude oil supply-related factors.


Crude oil prices also vary depending on a number of factors affecting supply. For example,
increased supply from the development of new oil supply sources and technologies to enhance recovery from existing sources tends
to reduce crude oil prices to the extent such supply increases are not offset by commensurate growth in demand. Similarly, increases
in industry refining or petrochemical manufacturing capacity may impact the supply of crude oil. World oil supply levels can also
be affected by factors that reduce available supplies, such as adherence by member countries to the Organization of the Petroleum
Exporting Countries (“OPEC”) production quotas and the occurrence of wars, hostile actions, natural disasters, disruptions
in competitors’ operations, or unexpected unavailability of distribution channels that may disrupt supplies. Technological
change can also alter the relative costs for companies in the petroleum industry to find, produce, and refine oil and to manufacture
petrochemicals, which in turn may affect the supply of and demand for oil.






Other
factors impacting the crude oil market.


The supply of and demand for crude oil may also be impacted by changes in interest
rates, inflation, and other local or regional market conditions, as well as by the development of alternative energy sources.






Price
Volatility May Possibly Cause the Total Loss of Your Investment.


Futures contracts have a high degree of price variability
and are subject to occasional rapid and substantial changes. Consequently, you could lose all or substantially all of your investment
in USO. In 2020, in the context of the COVID-19 pandemic and disputes among oil-producing countries regarding potential limits
on the production of crude oil, significant market volatility occurred and is continuing in the crude oil markets as well as the
oil futures markets. As a result of this significant market volatility in the oil futures markets, the market price of the front
month futures contract fell below zero for a period of time. If USO had been fully invested in that contract during this time,
USO’s per share NAV would have fallen below zero.






COVID-19
and other infectious disease outbreaks could negatively affect the valuation and performance of USO’s investments.






An
outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December
2019 and has now been detected globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.
COVID-19 has resulted in numerous deaths, travel restrictions, closed international borders, enhanced health screenings at ports
of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines and the
imposition of both local and more widespread “work from home” measures, cancellations, loss of employment, supply
chain disruptions, and lower consumer and institutional demand for goods and services, as well as general concern and uncertainty.
The ongoing spread of COVID-19 has had, and is expected to continue to have, a material adverse impact on local economies in the
affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment are increasingly
impacted by the outbreak and government and other measures seeking to contain its spread. COVID-19 has had, and is expected to
continue to have, a material adverse impact on the crude oil markets and oil futures markets to the extent economic activity and
the use of crude oil continues to be curtailed, which in turn has had a significant adverse effect on the prices of Oil Futures
Contracts, including the Benchmark Oil Futures Contract, and Other Oil-Related Interests. The impact of COVID-19, and other infectious
disease outbreaks that may arise in the future, could adversely affect individual issuers and capital markets in ways that cannot
necessarily be foreseen. In addition, actions taken by government and quasi-governmental authorities and regulators throughout
the world in response to the COVID-19 outbreak, including significant fiscal and monetary policy changes, may affect the value,
volatility, pricing and liquidity of some investments or other assets, including those held by or invested in by USO. Public health
crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries
or globally. The duration of the COVID-19 outbreak and its ultimate impact on USO and, on the global economy, cannot be determined
with certainty. The COVID-19 pandemic and its effects may last for an extended period of time, and could result in significant
and continued market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default
rates, and a substantial economic downturn or recession. The foregoing could impair USO’s ability to maintain operational
standards (such as with respect to satisfying redemption requests), disrupt the operations of USO’s service providers, adversely
affect the value and liquidity of USO’s investments, and negatively impact USO’s performance and your investment in
USO. The extent to which COVID-19 will affect USO and USO’s service providers and portfolio investments will depend on future
developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity
of COVID-19 and the actions taken to contain COVID-19. Given the significant economic and financial market disruptions associated
with the COVID-19 pandemic, the valuation and performance of USO’s investments could be impacted adversely.










12
















An
investment in USO may provide little or no diversification benefits. Thus, in a declining market, USO may have no gains to offset
losses from other investments, and an investor may suffer losses on an investment in USO while incurring losses with respect to
other asset classes.






Historically,
Oil Futures Contracts and Other Oil-Related Investments have generally been non-correlated to the performance of other asset classes
such as stocks and bonds. Non-correlation means that there is a low statistically valid relationship between the performance of
futures and other commodity interest transactions, on the one hand, and stocks or bonds, on the other hand.




However,
there can be no assurance that such non-correlation will continue during future periods. If, contrary to historic patterns, USO’s
performance were to move in the same general direction as the financial markets, investors will obtain little or no diversification
benefits from an investment in USO’s shares. In such a case, USO may have no gains to offset losses from other investments,
and investors may suffer losses on their investment in USO at the same time they incur losses with respect to other investments.




Variables
such as drought, floods, weather, pandemics (such as COVID-19), embargoes, tariffs and other political events may have a larger
impact on crude oil prices and crude oil-linked instruments, including Oil Futures Contracts and Other Oil-Related Investments,
than on traditional securities. These additional variables may create additional investment risks that subject USO’s investments
to greater volatility than investments in traditional securities.




Non-correlation
should not be confused with negative correlation, where the performance of two asset classes would be opposite of each other.
There is no historical evidence that the spot price of crude oil and prices of other financial assets, such as stocks and bonds,
are negatively correlated. In the absence of negative correlation, USO cannot be expected to be automatically profitable during
unfavorable periods for the stock market, or vice versa.






Historical
performance of USO and the Benchmark Oil Futures Contract is not indicative of future performance.






Past
performance of USO or the Benchmark Oil Futures Contract is not necessarily indicative of future results. Therefore, past performance
of USO or the Benchmark Oil Futures Contract should not be relied upon in deciding whether to buy shares of USO.





Correl




ation
Risk





Investors
purchasing shares to hedge against movements in the price of crude oil will have an efficient hedge only if the price investors
pay for their shares closely correlates with the price of crude oil. Investing in USO’s shares for hedging purposes involves
the following risks:











·



The
market price at which the investor buys or sells shares may be significantly less or
more than NAV.










13





















·



Daily
percentage changes in NAV may not closely correlate with daily percentage changes in
the price of the Benchmark Oil Futures Contract.











·



Daily
percentage changes in the price of the Benchmark Oil Futures Contract may not closely
correlate with daily percentage changes in the price of light, sweet crude oil.




As
of the date of this prospectus, significant market volatility has occurred and is continuing in the crude oil markets and the
oil futures markets. Such volatility is attributable to the COVID-19 pandemic, disputes among oil-producing companies over the
potential limits on the production of crude oil, a corresponding collapse in demand for crude oil and a lack of on-land storage
for crude oil. These events severely limited and continue to significantly limit USO’s ability to have a substantial portion
of its assets invested in the Benchmark Oil Futures Contract and the ICE WTI Contract. In light of this, USO has invested in Oil
Futures Contracts other than the Benchmark Oil Future Contract. Also, if determined to be appropriate in light of market conditions,
regulatory requirements, or risk mitigation measures imposed by FCMs, USO may need to invest in Other Oil-Related Interests.




In
addition to disclosing USO’s end of day portfolio of investments, USO’s investment intentions with respect to the
type and percentage of investments in USO’s portfolio will be disclosed on its website,

www.uscfinvestments.com

.




For more
information about the aforementioned market volatility and events, see

PROSPECTUS SUMMARY – Recent Developments Impacting
the Ability of USO to Achieve Its Investment Objective and Strategy

.






The
market price at which investors buy or sell shares may be significantly less or more than NAV.






USO’s
NAV per share will change throughout the day as fluctuations occur in the market value of USO’s portfolio investments. The
public trading price at which an investor buys or sells shares during the day from their broker may be different from the NAV
of the shares, which is also the price shares can be redeemed with USO by Authorized Participants in Redemption Baskets. USCF
expects that exploitation of certain arbitrage opportunities by Authorized Participants and their clients and customers will tend
to cause the public trading price to track NAV per share closely over time, but there can be no assurance of that.




Price
differences may relate primarily to supply and demand forces at work in the secondary trading market for shares that are closely
related to, but not identical to, the same forces influencing the prices of the light, sweet crude oil and the Benchmark Oil Futures
Contract at any point in time. For example, a shortage of USO shares in the market and other factors could cause USO’s shares
to trade at a premium. Investors should be aware that such premiums can be transitory. To the extent an investor purchases shares
that include a premium (e.g., because of a shortage of shares in the market due to the inability of Authorized Participants to
purchase additional shares from USO that could be resold into the market) and the cause of the premium no longer exists causing
the premium to disappear (e.g., because more shares are available for purchase from USO by Authorized Participants that could
be resold into the market) such investor’s return on its investment would be adversely impacted due to the loss of the premium.
See the risk factor,


An unanticipated number of Creation Basket requests during a short period of time could result in a
shortage of shares


, below.




The
NAV of USO’s shares may also be influenced by non-concurrent trading hours between the NYSE Arca and the various futures
exchanges on which light, sweet crude oil is traded. While the shares trade on the NYSE Arca from 9:30 a.m. to 4:00 p.m. Eastern
time, the trading hours for the futures exchanges on which light, sweet crude oil trades may not necessarily coincide during all
of this time. For example, while the shares trade on the NYSE Arca until 4:00 p.m. Eastern time, liquidity in the global light,
sweet crude oil market may be reduced after the determination of the settlement price by the NYMEX at 2:30 p.m. Eastern time,
USO’s NAV is calculated based on the settlement price of Oil Futures Contracts at 2:30 p.m. Eastern time and the closing
share price of USO on the NYSE Arca takes into account changes in the price of Oil Futures Contracts that occur after the settlement
price is determined. As a result, during periods when the NYSE Arca is open and the futures exchanges on which light, sweet crude
oil is traded are closed, trading spreads and the resulting premium or discount on the shares may widen and, therefore, increase
the difference between the price of the shares and the NAV of the shares.






Daily
percentage changes in USO’s NAV may not correlate with daily percentage changes in the price of the Benchmark Oil Futures
Contract.






It
is possible that the daily percentage changes in USO’s NAV per share may not closely correlate to daily percentage changes
in the price of the Benchmark Oil Futures Contract. Non-correlation may be attributable to disruptions in the market for light,
sweet crude oil, the imposition of position or accountability limits by regulators or exchanges, or other extraordinary circumstances.
As USO approaches or reaches position limits with respect to the Benchmark Oil Futures Contract and other Oil Futures Contracts
or in view of market conditions, USO may invest in Oil Futures Contracts other than the Benchmark Oil Futures Contact and Other
Oil-Related Investments.










14














In
2020, in the context of the COVID-19 pandemic and disputes among oil-producing countries regarding potential limits on the production
of crude oil, significant market volatility occurred and is continuing in the crude oil markets as well as the oil futures markets.
As a result of these market conditions and the regulatory response, large numbers of USO shares that were purchased during a short
period of time, regulatory accountability levels and position limits on oil futures contracts and FCM risk mitigation measures
that were imposed on USO in 2020, USO invested in Oil Futures Contracts in months other than the Benchmark Oil Futures Contracts
and was limited in its ability to invest in the Benchmark Oil Futures Contract. While USO has been able to meet its investment
objective, it has been difficult for USO to do so within as narrow a range of percentage change differences in USO’s NAV
for any period of 30 successive valuation days and the average daily percentage change in the price of the Benchmark Oil Futures
Contract over the same period as it typically had prior to the Spring of 2020 due to the factors described above. In addition,
changes in the price of USO’s shares on the NYSE Arca on a percentage basis are not tracking the daily changes in the spot
price of crude oil on a percentage basis as closely as they were tracking before the occurrence of the COVID-19 pandemic and the
significant market volatility that occurred in 2020 in the crude oil markets and the oil futures markets. In addition, USO is
not able to replicate exactly the changes in the price of the Benchmark Oil Futures Contract because the total return generated
by USO is reduced by expenses and transaction costs, including those incurred in connection with USO’s trading activities,
and increased by interest income from USO’s holdings of Treasuries (defined below). Tracking the Benchmark Oil Futures Contract
requires trading of USO’s portfolio with a view to tracking the Benchmark Oil Futures Contract over time and is dependent
upon the skills of USCF and its trading principals, among other factors.






An
investment in USO is not a proxy for investing in the oil markets, and the daily percentage changes in the price of the Benchmark
Oil Futures Contract, or the NAV of USO, may not correlate with daily percentage changes in the spot price of light, sweet crude
oil.






An
investment in USO is not a proxy for investing in the oil markets. To the extent that investors use USO as a means of indirectly
investing in crude oil, there is the risk that the daily changes in the price of USO’s shares on the NYSE Arca, on a percentage
basis, will not closely track the daily changes in the spot price of light, sweet crude oil on a percentage basis. This could
happen if the price of shares traded on the NYSE Arca does not correlate closely with the value of USO’s NAV; the changes
in USO’s NAV do not correlate closely with the changes in the price of the Benchmark Oil Futures Contract; or the changes
in the price of the Benchmark Oil Futures Contract do not closely correlate with the changes in the cash or spot price of crude
oil. This is a risk because if these correlations do not exist, then investors may not be able to use USO as a cost-effective
way to indirectly invest in crude oil or as a hedge against the risk of loss in crude oil-related transactions. The degree of
correlation among USO’s share price, the price of the Benchmark Oil Futures Contract and the spot price of crude oil depends
upon circumstances such as variations in the speculative oil market, supply of and demand for Oil Futures Contracts (including
the Benchmark Oil Futures Contract) and Other Oil-Related Investments, and technical influences on trading oil futures contracts.
Investors who are not experienced in investing in oil futures contracts or the factors that influence that market or speculative
trading in the crude oil markets and may not have the background or ready access to the types of information that investors familiar
with these markets may have and, as a result, may be at greater risk of incurring losses from trading in USO shares than such
other investors with such experience and resources.






Natural
forces in the oil futures market known as “backwardation” and “contango” may increase USO’s tracking
error and/or negatively impact total return.






The
design of USO’s Benchmark Oil Futures Contract is such that every month it begins by using the near month contract to expire
until the near month contract is within two weeks of expiration, when, over a ten day period, it transitions to the next month
contract to expire as its benchmark contract and keeps that contract as its benchmark until it becomes the near month contract
and close to expiration. In the event of a crude oil futures market where near month contracts trade at a higher price than next
month to expire contracts, a situation described as “backwardation” in the futures market, then absent the impact
of the overall movement in light, sweet crude oil prices the value of the benchmark contract would tend to rise as it approaches
expiration. Conversely, in the event of a crude oil futures market where near month contracts trade at a lower price than next
month contracts, a situation described as “contango” in the futures market, then absent the impact of the overall
movement in crude oil prices the value of the benchmark contract would tend to decline as it approaches expiration.




While
contango and backwardation are consistently present in trading in the futures markets, such conditions can be exacerbated by market
forces. For example, extraordinary market conditions in the crude oil markets, including “super contango” (a higher
level of contango arising from the overabundance of oil being produced and the limited availability of storage for such excess
supply), occurred, and may continue to occur for an unknown duration, in the crude oil futures markets due to over-supply of crude
oil in the face of weak demand during the COVID-19 pandemic when disputes among oil-producing countries regarding limitations
on the production of oil also were occurring.










15














As
a result of market and regulatory conditions, including significant market volatility, large numbers of USO shares purchased during
a short period of time, applicable regulatory accountability levels and position limits on oil futures contracts and FCM risk
mitigation measures that were imposed on USO in 2020, USO invested in Oil Futures Contracts with expiration dates for months later
than that of the Benchmark Oil Futures Contract. Continued holdings in these later month contracts will typically cause USO to
experience lesser effects from contango and backwardation than would be the case if USO’s holdings were primarily in oil
futures contracts in the first month or second month. While USO continues to invest in later month contracts, there is no assurance
that this will continue and if USO returns to primarily investing in the Benchmark Oil Futures Contract, it will be subject to
greater effects of contango and backwardation.




When
compared to total return of other price indices, such as the spot price of crude oil, the impact of backwardation and contango
may cause the total return of USO’s per share NAV to vary significantly. Moreover, absent the impact of rising or falling
oil prices, a prolonged period of contango could have a significant negative impact on USO’s per share NAV and total return
and investors could lose part or all of their investment. See “Additional Information about USO, its Investment Objective
and Investments” for a discussion of the potential effects of contango and backwardation.






Accountability
levels, position limits, and daily price fluctuation limits set by the exchanges have the potential to cause tracking error, which
could cause the price of shares to substantially vary from the price of the Benchmark Oil Futures Contract.






Designated
contract markets, such as the NYMEX and ICE Futures, have established accountability levels and position limits on the maximum
net long or net short futures contracts in commodity interests that any person or group of persons under common trading control
(other than as a hedge, which an investment by USO is not) may hold, own or control. These levels and position limits apply to
the futures contracts that USO invests in to meet its investment objective. In addition to accountability levels and position
limits, the NYMEX and ICE Futures also set daily price limits on futures contracts. The daily price fluctuation limit establishes
the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price.
Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond
that limit.




The
accountability levels for the Benchmark Oil Futures Contract and other Oil Futures Contracts traded on U.S.-based futures exchanges,
are not a fixed ceiling, but rather a threshold above which the exchange may exercise greater scrutiny and control over an investor’s
positions. The NYMEX current accountability level for investments for any one month in the Benchmark Oil Futures Contract is 10,000
contracts. In addition, the NYMEX imposes an accountability level for all months of 20,000 net futures contracts for light, sweet
crude oil. In addition, the ICE Futures Europe maintains the same accountability levels, position limits and monitoring authority
for its light, sweet crude oil contract as the NYMEX. If USO and the Related Public Funds exceed these accountability levels for
investments in the futures contracts for light, sweet crude oil, the NYMEX and ICE Futures Europe will monitor such exposure and
may ask for further information on their activities including the total size of all positions, investment and trading strategy,
and the extent of liquidity resources of USO and the Related Public Funds. If deemed necessary by the NYMEX and/or ICE Futures
Europe, USO could be ordered to reduce or maintain the level of its futures contracts traded on such exchanges to below the 10,000
single month and/or 20,000 all month accountability level.




Position
limits differ from accountability levels in that they represent fixed limits on the maximum number of futures contracts that any
person may hold and cannot allow such limits to be exceeded without express CFTC authority to do so. In addition to accountability
levels and position limits that may apply at any time, the NYMEX and ICE Futures impose position limits on contracts held in the
last few days of trading in the near month contract to expire.




USO
has not limited the size of its offering and is committed to utilizing substantially all of its proceeds to purchase Oil Futures
Contracts and Other Oil-Related Investments. If USO encounters accountability levels, position limits, or price fluctuation limits
for Oil Futures Contracts on the NYMEX or ICE Futures, it may then, if permitted under applicable regulatory requirements, purchase
Oil Futures Contracts on other exchanges that trade listed crude oil futures or enter into swaps or other permitted investments
to meet its investment objective. In addition, if USO exceeds accountability levels on either the NYMEX or ICE Futures and is
required by such exchanges to reduce its holdings, such reduction could potentially cause a tracking error between the price of
USO’s shares and the price of the Benchmark Oil Futures Contract.




In
the Spring of 2020, circumstances had occurred that caused the NYMEX to impose new accountability levels and position limits on
its Oil Futures Contracts investments. As discussed above, the COVID-19 pandemic, disputes among oil-producing countries regarding
potential limits on the production of crude oil, a corresponding collapse in demand for crude oil, a lack of on-land storage for
crude oil, significant market volatility occurred and is continuing in the crude oil markets as well as the oil futures markets.
As a result, several factors including these market conditions, resulted in the purchase from USO of large numbers of its shares
during a relatively short period of time which in turn caused USO to invest the proceeds from such sales in the Benchmark Oil
Futures Contract and certain of the other Oil Futures Contracts of the same month such as the cash-settled, but substantially
similar, oil futures contract traded on ICE Futures (the “ICE WTI Contract”).










16














In
the midst of the foregoing factors, continued market volatility and the increasing and relatively large size of USO’s positions
in the foregoing contracts, the NYMEX imposed accountability levels and position limits on USO in two stages. More specifically,
United States Commodity Funds, LLC (“USCF”) received letters from the CME on behalf of the NYMEX on April 16, 2020
(the “April 16 CME Letter”) and on April 23, 2020 (the “April 23 CME Letter”, and together with the April
16 CME Letter, the “CME Letters”). The CME Letters ordered USCF, USO and the Related Public Funds advised by USCF
not to exceed accountability levels in the light sweet crude oil futures contract for June 2020 in excess of 10,000 futures contracts.
In addition, the April 16 CME Letter provided that USCF, USO and the Related Public Funds could not assume a position in light
sweet crude oil futures contract for June 2020 in excess of the established position limit of 150,000 long futures contracts.
The April 23 CME Letter ordered USCF, USO and the Related Public Funds not to assume a position in the light sweet crude oil futures
contract for June 2020 in excess of 15,000 long futures contracts, for July 2020 in 78,000 long futures contracts, for August
2020 in 50,000 long futures contracts, for September 2020 in 35,000 long futures contracts. USCF, USO and the Related Public Funds
did not exceed those position limits and maintained positions that were below the position limits as required by the April 23
CME Letter. The accountability levels and position limits for USO are set forth in the April 23 CME Letter, which superseded the
April 16 CME Letter. While these limits no longer apply, NYMEX’s current accountability level for investments for any one
month in the Benchmark Oil Futures Contract is 10,000 contracts and an accountability level for all months of 20,000 net futures
contracts for light, sweet crude oil applies. In addition, the ICE WTI Contract was in 2020, and is currently, subject to spot
month and all-months-combined position limits established under the European Union’s Market in Financial Instruments Directive,
as implemented by the Financial Conduct Authority in the United Kingdom. Investors should note that the foregoing accountability
levels and position limits are subject to change, which in turn could change the amount and type of permitted investments in which
USO invests.




On
October 15, 2020, the CFTC approved the Position Limits Rule. The Position Limits Rule establishes federal position limits for
25 core referenced futures contracts (comprised of agricultural, energy and metals futures contracts), futures and options linked
to the core referenced futures contracts, and swaps that are economically equivalent to the core referenced futures contracts.
The Position Limits Rule sets position limits for the spot month and non-spot months; however, the non-spot month limits only
apply in respect of the agricultural futures contracts that are currently subject to position limits under Part 150 of the CFTC
regulations (the “legacy agricultural contracts”). With respect to regulatory oversight, the Position Limits Rule
delegates authority to designated contract markets and swap execution facilities to oversee certain aspects of the position limits
framework. In addition to setting the federal position limits, the Position Limits Rule also provides several exemptions from
such position limits, including an expanded list of enumerated bona fide hedge exemptions and certain spread exemptions. Further,
the Position Limits Rule sets forth two alternative processes for pursuing an exemption for non-enumerated hedge positions. Other
than for the legacy agricultural contracts, compliance with the limits imposed by the Position Limits Rule will not be required
until 2022, except that economically equivalent swaps need not comply with the Position Limits Rule until 2023. The Benchmark Oil
Futures Contract will be subject to position limits under the Position Limits Rule, and USO’s trading does not qualify as
an enumerated bona fide hedge. Accordingly, the Position Limits Rule could negatively impact the ability of USO to meet its investment
objective by inhibiting USCF’s ability to hold, or invest in, the Benchmark Oil Futures Contract.




Until
such time as compliance with the Position Limits Rule is required, the regulatory architecture in effect prior to the adoption
of the Position Limit Rules will govern transactions in commodities and related derivatives. Under that system, the CFTC enforces
federal limits on speculation in the nine legacy agricultural contracts, while futures exchanges establish and enforce position
limits and accountability levels for other agricultural products and certain energy products (e.g., oil and natural gas).




Under
existing CFTC regulations and the Position Limits Rule, for the purpose of position limits, a market participant is generally
required, subject to certain narrow exceptions, to aggregate all positions for which that participant controls the trading decisions
with all positions for which that participant has a 10 percent or greater ownership interest in an account or position, as well
as the positions of two or more persons acting pursuant to an express or implied agreement or understanding with that market participant
(the “Aggregation Rules”).










17
















Risk
mitigation measures imposed by USO’s FCMs have the potential to cause tracking error by limiting USO’s investments,
including its ability to fully invest in the Benchmark Oil Futures Contract and other Oil Futures Contracts, which could cause
the price of USO’s shares to substantially vary from the price of the Benchmark Oil Futures Contract.






USO’s
FCMs have imposed and may impose limits on the positions that USO may hold in the Benchmark Oil Futures Contracts as well as certain
other months that constrain USO’s ability to invest in the Benchmark Oil Futures Contract and other Oil Futures Contracts.
For example, in view of the market conditions and other circumstances that existed in the Spring of 2020, RBC expressly informed
USO that it may not hold positions in the June Benchmark Oil Futures Contract expiring on May 19, 2020. At the time it imposed
this restriction, RBC continued to trade and clear other Oil Futures Contracts for USO, including in connection with rolls and
rebalances of its portfolio. At that time, RBC also advised USO that, going forward, it may only purchase additional Benchmark
Oil Futures Contracts and other Oil Futures Contracts through RBC for rolls and rebalances of USO’s portfolio and not as
investments for the proceeds of new Creation Baskets. The limits imposed by RBC on holdings in USO’s portfolio applied regardless
of whether the Oil Futures Contracts purchased would be within the accountability levels and position limits permitted by NYMEX
and ICE. RBC has since informed USO that USO may resume purchasing Oil Futures Contracts, including the Benchmark Oil Futures
Contract, for investment of the proceeds from Creation Baskets.




USO
entered into an agreement with each of RCG, MCM and MFUSA on May 28, 2020, June 5, 2020 and December 3, 2020, respectively, to
become an additional FCMs for USO. Currently, none of USO’s FCMs have precluded USO from purchasing, holding, or reinvesting
the proceeds from the purchases of Creation Baskets in Oil Futures Contracts, including the Benchmark Oil Futures Contract. However,
limits could be imposed by any of USO’s FCMs that, coupled with the remaining risk measures that continue to be imposed
by RBC, would continue to limit USO’s ability to have a substantial portion of its assets invested in the Benchmark Oil Futures
Contract. USO cannot predict with any certainty whether, or to what extent, any limitations may be imposed on USO by any FCM in
the future.




The
risk mitigation measures imposed by FCMs and other market participants on USO during 2020 severely limited USO’s ability
to have a substantial portion of its assets invested in the Benchmark Oil Futures Contract and other Oil Futures Contracts. Accordingly,
USO had to invest in other Oil Futures Contracts and had to more frequently rebalance and adjust the types of holdings in its
portfolio than in the past. The foregoing will continue to make it more difficult for USO to meet its investment objective than
had been the case prior to the Spring of 2020.




In
addition, when offering Creation Baskets for purchase, future limitations imposed by the exchanges and/or any FCMs could limit
USO’s ability to invest the proceeds of the purchases of Creation Baskets in Benchmark Oil Futures Contracts and other Oil
Futures Contracts. If this were the case, when selling Creation Baskets, USO may invest in other permitted investments, including
Other Oil-Related Interests, and may hold larger amounts of Treasuries, cash and cash equivalents, which could impair USO’s
ability to meet its investment objective.





Tax R




isk







An
investor’s tax liability may exceed the amount of distributions, if any, on its shares.






Cash
or property will be distributed at the sole discretion of USCF. USCF has not and does not currently intend to make cash or other
distributions with respect to shares. Investors will be required to pay U.S. federal income tax and, in some cases, state, local,
or foreign income tax, on their allocable share of USO’s taxable income, without regard to whether they receive distributions
or the amount of any distributions. Therefore, the tax liability of an investor with respect to its shares may exceed the amount
of cash or value of property (if any) distributed.






An
investor’s allocable share of taxable income or loss may differ from its economic income or loss on its shares.






Due
to the application of the assumptions and conventions applied by USO in making allocations for tax purposes and other factors,
an investor’s allocable share of USO’s income, gain, deduction or loss may be different than its economic profit or
loss from its shares for a taxable year. This difference could be temporary or permanent and, if permanent, could result in it
being taxed on amounts in excess of its economic income.






Items
of income, gain, deduction, loss and credit with respect to shares could be reallocated, USO could be liable for U.S. Federal
income tax, if the U.S. Internal Revenue Service (“IRS”) does not accept the assumptions and conventions applied by
USO in allocating those items, with potential adverse consequences for an investor.






The
U.S. tax rules pertaining to partnerships are complex and their application to large, publicly traded partnerships such as USO
is in many respects uncertain. USO applies certain assumptions and conventions in an attempt to comply with the intent of the
applicable rules and to report taxable income, gains, deductions, losses and credits in a manner that properly reflects shareholders’
economic gains and losses. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code
(the “Code”) and applicable Treasury Regulations, however, and it is possible that the IRS will successfully challenge
USO’s allocation methods and require USO to reallocate items of income, gain, deduction, loss or credit in a manner that
adversely affects investors.










18














USO
may be liable for U.S. federal income tax on any “imputed understatement” of tax resulting from an adjustment as a
result of an IRS audit. The amount of the imputed understatement generally includes increases in allocations of items of income
or gains to any investor and decreases in allocations of items of deduction, loss, or credit to any investor without any offset
for any corresponding reductions in allocations of items of income or gain to any investor or increases in allocations of items
of deduction, loss, or credit to any investor. If USO is required to pay any U.S. federal income taxes on any imputed understatement,
the resulting tax liability would reduce the net assets of USO and would likely have an adverse impact on the value of the shares.
Under certain circumstances, USO may be eligible to make an election to cause the investors to take into account the amount of
any imputed understatement, including any interest and penalties. The ability of a publicly traded partnership such as USO to
make this election is uncertain. If the election is made, USO would be required to provide investors who owned beneficial interests
in the shares in the year to which the adjusted allocations relate with a statement setting forth their proportionate shares of
the adjustment (“Adjusted K-1s”). The investors would be required to take the adjustment into account in the taxable
year in which the Adjusted K-1s are issued.






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






USO
has received an opinion of counsel that, under current U.S. federal income tax laws, USO will be treated as a partnership that
is not taxable as a corporation for U.S. federal income tax purposes, provided that (i) at least 90 percent of USO’s annual
gross income will be derived from (a) income and gains from commodities (not held as inventory) or futures, forwards, options,
swaps and other notional principal contracts with respect to commodities, and (b) interest income, (ii) USO is organized and operated
in accordance with its governing agreements and applicable law and (iii) USO does not elect to be taxed as a corporation for federal
income tax purposes. Although USCF anticipates that USO has satisfied and will continue to satisfy the “qualifying income”
requirement for all of its taxable years, that result cannot be assured. USO has not requested and will not request any ruling
from the IRS with respect to its classification as a partnership not taxable as a corporation for federal income tax purposes.
If the IRS were to successfully assert that USO is taxable as a corporation for federal income tax purposes in any taxable year,
rather than passing through its income, gains, losses and deductions proportionately to shareholders, USO would be subject to
tax on its net income for the year at corporate tax rates. In addition, although USCF does not currently intend to make distributions
with respect to shares, any distributions would be taxable to shareholders as dividend income. Taxation of USO as a corporation
could materially reduce the after-tax return on an investment in shares and could substantially reduce the value of the shares.






USO
is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state
law, and therefore, USO has a more complex tax treatment than traditional mutual funds.






USO
is organized and operated as a limited partnership in accordance with the provisions of the LP Agreement and applicable state
law. No U.S. federal income tax is paid by USO on its income. Instead, USO will furnish shareholders each year with tax information
on IRS Schedule K-1 (Form 1065) and each U.S. shareholder is required to report on its U.S. federal income tax return its allocable
share of the income, gain, loss and deduction of USO.




This
must be reported without regard to the amount (if any) of cash or property the shareholder receives as a distribution from USO
during the taxable year. A shareholder, therefore, may be allocated income or gain by USO but receive no cash distribution with
which to pay the tax liability resulting from the allocation, or may receive a distribution that is insufficient to pay such liability.




In
addition to federal income taxes, shareholders may be subject to other taxes, such as state and local income taxes, unincorporated
business taxes, business franchise taxes and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions
in which USO does business or owns property or where the shareholders reside. Although an analysis of those various taxes is not
presented here, each prospective shareholder should consider their potential impact on its investment in USO. It is each shareholder’s
responsibility to file the appropriate U.S. federal, state, local and foreign tax returns.






If
USO is required to withhold tax with respect to any Non-U.S. shareholders, the cost of such withholding may be borne by all shareholders.






Under
certain circumstances, USO may be required to pay withholding tax with respect to allocations to Non-U.S. shareholders. Although
the LP Agreement provides that any such withholding will be treated as being distributed to the Non-U.S. shareholder, USO may
not be able to cause the economic cost of such withholding to be borne by the Non-U.S. shareholder on whose behalf such amounts
were withheld since it does not generally expect to make any distributions. Under such circumstances, the economic cost of the
withholding may be borne by all shareholders, not just the shareholders on whose behalf such amounts were withheld. This could
have a material impact on the value of the shares.










19
















The
impact of U.S. tax reform on USO is uncertain.






On
December 22, 2017, H.R. 1, the bill formerly known as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed
into law. The Tax Act substantially alters the U.S. federal tax system in a variety of ways, including significant changes to
the taxation of business entities, the deductibility of interest expense, and the tax treatment of capital investment. We cannot
predict with certainty how any changes in the tax laws might affect the U.S. economy or the demand for and the price of commodities.
As a result, it is possible that the Tax Act, as well as any U.S. Treasury regulations, administrative interpretations or court
decisions interpreting the Tax Act and any future legislation related to tax reform, could have unexpected or negative impacts
on USO and some or all of its shareholders. Shareholders are urged to consult with their tax advisor regarding tax legislative,
regulatory, or administrative developments and proposals and their potential effect on an investment in USO.





OTC Contr




act
Risk







USO
will be subject to credit risk with respect to counterparties to OTC contracts entered into by USO or held by special purpose
or structured vehicles.






USO
faces the risk of non-performance by the counterparties to the OTC contracts. Unlike in futures contracts, the counterparty to
these contracts is generally a single bank or other financial institution, rather than a clearing organization backed by a group
of financial institutions. As a result, there will be greater counterparty credit risk in these transactions. While the two-way
margining requirements imposed by U.S. regulators for OTC Contracts are intended to mitigate this risk, a counterparty may not
be able to meet these and its other obligations to USO, in which case USO could suffer significant losses on these contracts..










20














If
a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, USO may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. USO may obtain only limited recovery
or may obtain no recovery in such circumstances.






Valuing
OTC derivatives may be less certain than actively traded financial instruments.






In
general, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange traded futures
contracts and securities or cleared swaps because the price and terms on which such OTC derivatives are entered into or can be
terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other
sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating
OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction.
As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.





Other




Risks







USO
is not leveraged.






USO
has not leveraged, and does not intend to leverage, its assets through borrowings or otherwise, and makes its investments accordingly.
Consistent with the foregoing, USO’s announced investment intentions, and any changes thereto, will take into account the need
for USO to make permitted investments that also allow it to maintain adequate liquidity to meet its margin and collateral requirements
and to avoid, to the extent reasonably possible, USO becoming leveraged. If market conditions require it, these risk reduction
procedures, including changes to USO’s investments, may occur on short notice if they occur other than during a roll or
rebalance period.






USO
may temporarily limit the offering of Creation Baskets.






USO
may determine to limit the issuance of its shares through the offering of Creation Baskets to its Authorized Participants in order
to allow it to reinvest the proceeds from sales of its Creation Baskets in currently permitted assets in a manner that meets its
investment objective. USO will announce to the market through the filing of a Current Report on Form 8-K if it intends to limit
the offering of Creation Baskets at any time. In such case, orders for Creation Baskets will be considered for acceptance in the
order they are received by USO and USO would continue to accept requests for redemption of its shares from Authorized Participants
through Redemption Baskets during the period of the limited offering of Creation Baskets.






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






Futures
positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there
is a relatively small volume of buy and sell orders in a market. A market disruption, such as a foreign government taking political
actions that disrupt the market for its currency, its crude oil production or exports, or another major export, can also make
it difficult to liquidate a position. Because both Oil Futures Contracts and Other Oil-Related Investments may be illiquid, USO’s
Oil Interests may be more d

ifficult to liquidate at favorable prices in periods of illiquid
markets and losses may be incurred during the period in which positions are being liquidated

. The large size of the positions
that USO may acquire increases the risk of illiquidity both by making its positions more difficult to liquidate and by potentially
increasing losses while trying to do so.




OTC
contracts that are not subject to clearing may be even less marketable than futures contracts because they are not traded on an
exchange, do not have uniform terms and conditions, and are entered into based upon the creditworthiness of the parties and the
availability of credit support, such as collateral, and in general, they are not transferable without the consent of the counterparty.
These conditions make such contracts less liquid than standardized futures contracts traded on a commodities exchange and could
adversely impact USO’s ability to realize the full value of such contracts. In addition, even if collateral is used to reduce
counterparty credit risk, sudden changes in the value of OTC transactions may leave a party open to financial risk due to a counterparty
default since the collateral held may not cover a party’s exposure on the transaction in such situations.










21
















USO
is not actively managed and its investment objective is to track the Benchmark Oil Futures Contract so that the average daily
percentage change in USO’s NAV for any period of 30 successive valuation days will be within plus/minus ten percent (10%)
of the average daily percentage change in the price of the Benchmark Oil Futures Contract over the same period.






USO
is not actively managed by conventional methods. Accordingly, if USO’s investments in Oil Interests are declining in value,
in the ordinary course, USO will not close out such positions (i) except in connection with paying the proceeds to an Authorized
Participant upon the redemption of a basket or closing out its positions in Oil Futures Contracts and other permitted investments,
(ii) in connection with the monthly change in the Benchmark Oil Futures Contract, or (iii) when USO otherwise determines it would
be appropriate to do so, e.g., due to regulatory requirements or risk mitigation measures, or to avoid USO becoming leveraged,
and it reinvests the proceeds in new Oil Futures Contracts or Other Oil-Related Investments to the extent possible. USCF will
seek to cause the NAV of USO’s shares to track the Benchmark Oil Futures Contract during periods in which its price is flat
or declining as well as when the price is rising.




USO
has always had the ability to invest in Oil Futures Contracts beyond the Benchmark Oil Futures Contract and in Other Oil-Related
Investments, including to invest in Oil Futures Contracts other than the Benchmark Oil Future Contract and that it could, if it
determined it appropriate in light of market conditions and regulatory requirements, invest in Other Oil-Related Interests. As
of the date of this prospectus, it is likely that the factors limiting USO’s investments in the Benchmark Oil Futures Contract
will continue and that USO’s need to invest in other Oil Futures Contracts and, potentially other permitted investments,
will continue.










22














As
disclosed in this prospectus in the section on “

Recent Developments Impacting the Ability of USO to Achieve Its Investment
Objective and Strategy

”, USO’s ability to invest in the Benchmark Oil Futures Contract could be limited as a result
of any or all of the following: evolving market conditions, a change in regulator accountability levels and position limits imposed
on USO with respect to its investment in Oil Futures Contracts, additional or different risk mitigation measures taken by market
participants, generally, including USO, with respect to USO acquiring additional Oil Futures Contracts, or USO selling additional
shares. For the foreseeable future, USO intends to buy or sell its permitted investments when USO increases or decreases either
its portfolio overall or its holdings of particular investments. USO has disclosed the parameters for making decisions regarding
the permitted investments USO will hold, including the intended order of priority in selecting investments and the type of investments
to be held in its portfolio. The type and percentages of investments to be held by USO at the end of the monthly roll period as
well as going forward, including for any rebalances, is published on its website www.uscfinvestments.com. USO’s positions
in Oil Futures Contracts and Other Oil Related Investments roll over a ten-day period. In addition, while determining the appropriate
investments for USO’s portfolio in accordance with its current intention, or to address changes in market conditions, regulatory
requirements or risk mitigation measures, USO may need to hold significant portions of its portfolio in cash beyond what it has
historically held in order to satisfy potential margin requirements.






USO
may not meet the listing standards of NYSE Arca, which would adversely impact an investor’s ability to sell shares.






USO’s
shares are listed for trading on the NYSE Arca under the market symbol “USO.” NYSE Arca may suspend USO’s shares
from trading on the exchange with or without prior notice to USO, upon failure of USO to comply with the NYSE’s listing
requirements, or when in its sole discretion, the NYSE Arca determines that such suspension of dealings is in the public interest
or otherwise warranted. There can be no assurance that the requirements necessary to maintain the listing of USO’s shares
will continue to be met or will remain unchanged. If USO were unable to meet the NYSE’s listing standards and were to become
delisted, an investor’s ability to sell its shares would be adversely impacted.






The
NYSE Arca may halt trading in USO’s shares, which would adversely impact an investor’s ability to sell shares.






Trading
in shares may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the view
of the NYSE Arca, make trading in shares inadvisable. For example, the NYSE ARCA recently halted trading in USO shares when USO
first announced that it would also be investing in Oil Futures Contracts other than the Benchmark Oil Futures Contract. In addition,
trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules
that require trading to be halted for a specified period based on a specified market decline.






The
liquidity of USO’s shares may also be affected by the withdrawal from participation of Authorized Participants, which could
adversely affect the market price of the shares.






In
the event that one or more Authorized Participants which have substantial interests in the shares withdraw from participation,
the liquidity of the shares will likely decrease, which could adversely affect the market price of the shares and result in investors
incurring a loss on their investment.




Shareholders
that are not Authorized Participants may only purchase or sell their shares in secondary trading markets, and the conditions associated
with trading in secondary markets may adversely affect investors’ investment in the shares.




Only
Authorized Participants may directly purchase from, or redeem shares with, USO through Creation Baskets or Redemption Baskets.
All other investors that desire to purchase or sell shares must do so through the NYSE Arca or in other markets, if any, in which
the shares may be traded. Shares may trade at a premium or discount to NAV per share.






The
lack of an active trading market for USO’s shares may result in losses on an investor’s investment in USO at the time
the investor sells the shares.






Although
USO’s shares are listed and traded on the NYSE Arca, there can be no guarantee that an active trading market for the shares
will be maintained. If an investor needs to sell shares at a time when no active trading market for them exists, the price the
investor receives upon sale of the shares, assuming they were able to be sold, likely would be lower than if an active market
existed.










23
















USO
could become leveraged if it had insufficient assets to completely meet its margin or collateral requirements relating to its
investments.






Although
USO does not and will not borrow money or use debt to satisfy its margin or collateral obligations in respect of its investments,
it could become leveraged if USO were to hold insufficient assets that would allow it to meet not only the current, but also future,
margin or collateral obligations required for such investments. Such a circumstance could occur if USO were to hold assets that
have a value of less than zero.




USCF
endeavors to have the value of USO’s Treasuries, cash and cash equivalents, whether held by USO or posted as margin or other
collateral, at all times approximate the aggregate market value of its obligations under its Oil Futures Contracts and Other Oil-Related
Investments. Although permitted to do so under its Limited Partnership Agreement, USO has not and does not intend to leverage
its assets by making investments beyond its potential ability to meet the potential margin and collateral obligations relating
to such investments. Consistent with this, USO’s announced investment intentions, and any changes thereto, will take into
account the need for USO to make permitted investments that also allow it to maintain adequate liquidity to meet its margin and
collateral requirements and to avoid, to the extent reasonably possible, USO becoming leveraged, including by its holding of assets
that have a high probability of having a value of less than zero. If market conditions require it, these risk reduction procedures,
including the sale of certain investments, may occur on short notice.






Limited
partners and shareholders do not participate in the management of USO and do not control USCF, so they do not have any influence
over basic matters that affect USO.






The
limited partners and shareholders take no part in the management or control, and have a minimal voice in USO’s operations
or business. Limited partners and shareholders must therefore rely upon the duties and judgment of USCF to manage USO’s
affairs. Limited partners and shareholders 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’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 percent of USO’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.






Limited
partners may have limited liability in certain circumstances, including potentially having liability for the return of wrongful
distributions.






Under
Delaware law, a limited partner might be held liable for USO’s obligations as if it were a general partner if the limited
partner participates in the control of the partnership’s business and the persons who transact business with the partnership
think the limited partner is the general partner.




A
limited partner will not be liable for assessments in addition to its initial capital investment in any of USO’s shares.
However, a limited partner may be required to repay to USO any amounts wrongfully returned or distributed to it under some circumstances.
Under Delaware law, USO may not make a distribution to limited partners if the distribution causes USO’s liabilities (other
than liabilities to partners on account of their partnership interests and nonrecourse liabilities) to exceed the fair value of
USO’s assets. Delaware law provides that a limited partner who receives such a distribution and knew at the time of the
distribution that the distribution violated the law will be liable to the limited partnership for the amount of the distribution
for three years from the date of the distribution.






The
LLC Agreement provides limited authority to the Non-Management Directors, and any Director of USCF may be removed by USCF’s
parent company, which is wholly owned by Concierge Technologies, Inc., a controlled public company where the majority of shares
are owned by Nicholas D. Gerber along with certain family members and certain other shareholders.






USCF’s
Board of Directors (the “Board”) currently consists of four Management Directors, each of whom are also executive
officers or employees of USCF (“Management Directors”), and three Non-Management Directors, each of whom are considered
independent for purposes of applicable NYSE Arca and SEC rules. Under USCF’s Sixth Amended and Restated Limited Liability
Company Agreement, dated as of May 15, 2015 (as amended from time to time, the (“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’s Board. In addition, any Director may be removed by written consent of Wainwright Holdings, Inc. (“Wainwright”),
which is the sole member of USCF. The sole shareholder of Wainwright is Concierge Technologies, Inc. (“Concierge”),
a company publicly traded under the ticker symbol “CNCG”. Mr. Nicholas D. Gerber along with certain of Mr. Gerber’s
family members and certain other shareholders, own the majority of the shares in Concierge, which is the sole shareholder of Wainwright,
the sole member of USCF. Accordingly, although USCF is governed by the Board, which consists of both Management Directors and
Non-Management Directors, pursuant to the LLC Agreement, it is possible for Mr. Gerber to exercise his indirect 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.










24
















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






USO
pays brokerage charges of approximately 0.179% of average total net assets based on brokerage fees of $3.50 per buy or sell, management
fees of 0.45% of NAV on its average net assets, and OTC spreads and extraordinary expenses (

e.g.,

subsequent offering expenses,
other expenses not in the ordinary course of business, including the indemnification of any person against liabilities and obligations
to the extent permitted by law and required under the LP Agreement and under agreements entered into by USCF on USO’s behalf
and the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring
of legal expenses and the settlement of claims and litigation) that cannot be quantified.




These
fees and expenses must be paid in all cases regardless of whether USO’s activities are profitable. Accordingly, USO must
earn trading gains sufficient to compensate for these fees and expenses before it can earn any profit.






USO
is subject to extensive regulatory reporting and compliance.






USO
is subject to a comprehensive scheme of regulation under the federal commodities and securities laws. USO could be subject to
sanctions for a failure to comply with those requirements, which could adversely affect its financial performance (in the case
of financial penalties) or ability to pursue its investment objective (in the case of a limitation on its ability to trade).




Because
USO’s shares are publicly traded, USO is subject to certain rules and regulations of federal, state and financial market
exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded.
These entities include the Public Company Accounting Oversight Board (the “PCAOB”), the SEC, the CFTC, the NFA, and
NYSE Arca and these authorities have continued to develop additional regulations or interpretations of existing regulations. USO’s
ongoing efforts to comply with these regulations and interpretations have resulted in, and are likely to continue resulting in,
a diversion of management’s time and attention from revenue-generating activities to compliance related activities.




USO
is responsible for establishing and maintaining adequate internal control over financial reporting. USO’s internal control
system is designed to provide reasonable assurance to its management regarding the preparation and fair presentation of published
financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective may provide only reasonable assurance with respect to financial statement preparation and presentation.






Regulatory
changes or actions, including the implementation of new legislation, is impossible to predict but may significantly and adversely
affect USO.






The
futures markets are subject to comprehensive statutes, regulations, and margin requirements. In addition, the CFTC and futures
exchanges are authorized to take extraordinary actions in the event of a market emergency, including, for example, the retroactive
implementation of speculative position limits or higher margin requirements, the establishment of daily price limits and the suspension
of trading. Regulation of commodity interest transactions in the United States is a rapidly changing area of law and is subject
to ongoing modification by governmental and judicial action. Considerable regulatory attention has been focused on non-traditional
investment pools that are publicly distributed in the United States. In addition, the SEC, CFTC and the exchanges are authorized
to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative
position limits or higher margin requirements, the establishment of daily price limits and the suspension of trading. Further,
various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative
trading in the energy markets and the need to regulate the derivatives markets in general. The effect of any future regulatory
change on USO is impossible to predict, but it could be substantial and adverse.










25
















USO
is not a registered investment company so shareholders do not have the protections of the 1940 Act.






USO
is not an investment company subject to the 1940 Act. Accordingly, investors do not have the protections afforded by that statute,
which, for example, requires investment companies to have a majority of disinterested directors and regulates the relationship
between the investment company and its investment manager.






Trading
in international markets could expose USO to credit and regulatory risk.






USO
invests primarily in Oil Futures Contracts, a significant portion of which are traded on United States exchanges, including the
NYMEX. However, a portion of USO’s trades may take place on markets and exchanges outside the United States. Trading on
such non-U.S. markets or exchanges presents risks because they are not subject to the same degree of regulation as their U.S.
counterparts, including potentially different or diminished investor protections. In trading contracts denominated in currencies
other than U.S. dollars, USO is subject to the risk of adverse exchange-rate movements between the dollar and the functional currencies
of such contracts. Additionally, trading on non-U.S. exchanges is subject to the risks presented by exchange controls, expropriation,
increased tax burdens and exposure to local economic declines and political instability. An adverse development with respect to
any of these variables could reduce the profit or increase the loss earned on trades in the affected international markets


.






USO
and USCF may have conflicts of interest, which may permit them to favor their own interests to the detriment of shareholders.






USO
is subject to actual and potential inherent conflicts involving USCF, various commodity futures brokers and Authorized Participants.
USCF’s officers, directors and employees do not devote their time exclusively to USO and also are directors, officers or
employees of other entities that may compete with USO for their services. They could have a conflict between their responsibilities
to USO and to those other entities. As a result of these and other relationships, parties involved with USO have a financial incentive
to act in a manner other than in the best interests of USO and the shareholders. USCF has not established any formal procedure
to resolve conflicts of interest. Consequently, investors are dependent on the good faith of the respective parties subject to
such conflicts of interest to resolve them equitably. Although USCF attempts to monitor these conflicts, it is extremely difficult,
if not impossible, for USCF to ensure that these conflicts do not, in fact, result in adverse consequences to the shareholders.
See “

Conflicts of Interest

” below at page 58.




USCF
serves as the general partner or sponsor to the Related Public Funds, including USO. USCF may have a conflict to the extent that
its trading decisions for USO may be influenced by the effect they would have on the other funds it manages. By way of example,
if, as a result of reaching position limits imposed by the NYMEX, USO purchased oil futures contracts, this decision could impact
USO’s ability to purchase additional oil futures contracts if the number of contracts held by funds managed by USCF reached
the maximum allowed by the NYMEX. Similar situations could adversely affect the ability of any fund to track its Benchmark Oil
Futures Contract.




USO
may also be subject to certain conflicts with respect to its FCMs, including, but not limited to, conflicts that result from receiving
greater amounts of compensation from other clients, or purchasing opposite or competing positions on behalf of third party accounts
traded through the FCMs. In addition, USCF’s principals, officers, directors or employees may trade futures and related
contracts for their own account. A conflict of interest may exist if their trades are in the same markets and at the same time
as USO trades using the clearing broker to be used by USO. A potential conflict also may occur if USCF’s principals, officers,
directors or employees trade their accounts more aggressively or take positions in their accounts which are opposite, or ahead
of, the positions taken by USO.






USO
could terminate at any time and cause the liquidation and potential loss of an investor’s investment and could upset the
overall maturity and timing of an investor’s investment portfolio.






USO
may terminate at any time, regardless of whether USO has incurred losses, subject to the terms of the LP Agreement. In particular,
unforeseen circumstances, including, but not limited to, (i) market conditions, regulatory requirements, risk mitigation measures
taken by USO or third parties or otherwise that would lead USO to determine that it could no longer foreseeably meet its investment
objective or that USO’s aggregate net assets in relation to its operating expenses or its margin or collateral requirements
make the continued operation of USO unreasonable or imprudent, or (ii) adjudication of incompetence, bankruptcy, dissolution,
withdrawal or removal of USCF as the general partner of USO could cause USO, to terminate unless a majority interest of the limited
partners within 90 days of the event elects to continue the partnership and appoints a successor general partner, or the affirmative
vote of a majority in interest of the limited partners subject to certain conditions. However, no level of losses will require
USCF to terminate USO. USO’s termination would cause the liquidation and potential loss of an investor’s investment.
Termination could also negatively affect the overall maturity and timing of an investor’s investment portfolio.










26
















USO
does not expect to make cash distributions.






USO
has not previously made any cash distributions and intends to reinvest any realized gains in additional Oil Interests rather than
distributing cash to limited partners, or other shareholders. Therefore, unlike mutual funds, commodity pools or other investment
pools that actively manage their investments in an attempt to realize income and gains from their investing activities and distribute
such income and gains to their investors, USO generally does not expect to distribute cash to limited partners. An investor should
not invest in USO if the investor will need cash distributions from USO to pay taxes on its share of income and gains of USO,
if any, or for any other reason. Nonetheless, although USO does not intend to make cash distributions, the income earned from
its investments held directly or posted as margin may reach levels that merit distribution,

e.g.

, at levels where such
income is not necessary to support its underlying investments in Oil Interests and investors adversely react to being taxed on
such income without receiving distributions that could be used to pay such tax. If this income becomes significant then cash distributions
may be made.






An
unanticipated number of Redemption Basket requests during a short period of time could have an adverse effect on USO’s NAV.






If
a substantial number of requests for redemption of Redemption Baskets are received by USO during a relatively short period of
time, USO may not be able to satisfy the requests from USO’s assets not committed to trading. As a consequence, it could
be necessary to liquidate positions in USO’s trading positions before the time that the trading strategies would otherwise
dictate liquidation.






An
unanticipated number of Creation Basket requests during a short period of time could result in a shortage of shares.






While
USCF makes every effort to predict and maintain an adequate amount of shares outstanding, if a substantial number of requests
for Creation Baskets are received by USO during a relatively short period of time that substantially differ from past creation
volumes, due to market volatility or otherwise, including, for example, the volatility that occurred during the COVID-19 pandemic
and disputes among oil-producing countries regarding limits on the production of crude oil. Among other things, such conditions
could result in circumstances where, because of high demand for its shares, USO may not have sufficient shares available for sale
to satisfy demand and Authorized Participants may, therefore, be unable to purchase additional Creation Baskets. This was the
case immediately prior to the date of this prospectus as a result of the COVID-19 pandemic and disputes among oil-producing countries.




In
the event that there was a suspension in the ability of Authorized Participants to purchase additional Creation Baskets, Authorized
Participants and other groups that make a market in shares of USO would likely still continue to actively trade the shares. However,
in such a situation, Authorized Participants and other market makers may seek to adjust the market they make in the shares. Specifically,
such market participants may increase the spread between the prices that they quote for offers to buy and sell shares to allow
them to adjust to the potential uncertainty as to when they might be able to purchase additional Creation Baskets of shares. In
addition, Authorized Participants may be less willing to offer to quote offers to buy or sell shares in large numbers. The potential
impact of either wider spreads between bid and offer prices, or reduced number of shares on which quotes may be available, could
increase the trading costs to investors in USO compared to the quotes and the number of shares on which bids and offers are made
if the Authorized Participants still were able to freely create new baskets of shares. In addition, there could be a significant
variation between the market price at which shares are traded and the shares’ NAV, which is also the price shares can be
redeemed with USO by Authorized Participants in Redemption Baskets.




For
example, USO suspended purchases of Creation Baskets in April 2020 as a result of the exhaustion of available SEC registered shares that
could be issued by USO due to unexpected demand during the aforementioned market volatility arising from the COVID-19 pandemic and disputes
among oil-producing countries. At the time of this suspension, the market price of USO shares on April 21, 2020 was 36% higher than USO’s
reported end-of-day per share NAV. A significant portion of this difference can be attributed to the fact that USO’s NAV is calculated
based on the settlement price of Oil Futures Contracts at 2:30 p.m. Eastern time, which is ninety (90) minutes earlier than the determination
of the closing share price at 4:00 p.m. Eastern time. The closing share price takes into account changes in the price of Oil Futures
Contracts that occur after the settlement price is determined. However, USO’s suspension of purchases of Creation Baskets, record
volatility that occurred in crude futures markets on April 20, 2020 and April 21, 2020, and record volume in USO share transactions on
the NYSE on the same days also contributed to the premium on April, 21, 2020. In addition, investors should be aware that such premiums
can be transitory. The high premium that occurred in the Spring of 2020 was short-lived and fell almost immediately, notwithstanding
the suspension of sales of Creation Basket. On April 22, 2020, the market price of USO shares fell to a level of 8.66% above the per
share NAV, and, from April 23, 2020, continued its decline to 1.45% on May 1, 2020. For the period beginning May 1, 2020 and ending May
29, 2020 the premium averaged 2.25%, and for the period from beginning June 30, 2020 through December 31, 2020, the premium averaged
-0.14%. Any potential premium or impact to the market in shares of USO that could occur from the Authorized Participants’ inability
to purchase new Creation Baskets would likely not extend beyond the time when additional shares of USO would be registered and available
for distribution.










27
















USO
may limit the offering of its Creation Baskets if it determines that it cannot reasonably reinvest the proceeds in a manner that
meets its investment objective and satisfies regulatory requirements and risk mitigation measures.






USO
may determine that USO will limit the issuance of its shares through the offering of Creation Baskets to its Authorized Participants.
As a result of certain circumstances described herein, including (1) the need to comply with regulatory requirements (including,
but not limited to, exchange accountability levels and position limits); (2) market conditions (including but not limited to those
allowing USO to obtain greater liquidity or to execute transactions with more favorable pricing); and (3) risk mitigation measures
taken by USO’s current and other FCMs that limit USO and other market participants from investing in particular crude oil
futures contracts, USO’s management can determine that it will limit the issuance of shares and the offerings of Creation
Baskets because it is unable to invest the proceeds from such offerings in investments that would permit it to reasonably meet
its investment objective.














USO
may potentially lose money on its holdings of money market funds










The
SEC adopted amendments to Rule 2a-7 under the 1940 Act which became effective in 2016, to reform money market funds (“MMFs”).
While the rule applies only to MMFs, it may indirectly affect institutional investors such as USO. A portion of USO’s assets
that are not used for margin or collateral in the Futures Contracts currently are invested in government MMFs. USO does not hold
any non-government MMFs and does not anticipate investing in any non-government MMFs. However, if USO invests in other types of
MMFs besides government MMFs in the future, USO could be negatively impacted by investing in an MMF that does not maintain a stable
$1.00 NAV or that has the potential to impose redemption fees and gates (temporary suspension of redemptions).








Although
such government money market funds seek to preserve the value of an investment at $1.00 per share, there is no guarantee that
they will be able to do so and USO may lose money by investing in a government money market fund. An investment in a government
money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, referred to herein as the FDIC, or
any other government agency. The share price of a government money market fund can fall below the $1.00 share price. USO cannot
rely on or expect a government money market fund’s adviser or its affiliates to enter into support agreements or take other
actions to maintain the government money market fund’s $1.00 share price. The credit quality of a government money market
fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact
on the government money market fund’s share price. Due to fluctuations in interest rates, the market value of securities
held by a government money market fund may vary. A government money market fund’s share price can also be negatively affected
during periods of high redemption pressures and/or illiquid markets.














The
failure or bankruptcy of a FCM or clearing house could result in a substantial loss of USO’s assets and could impair USO
in its ability to execute trades.






The
CEA and CFTC regulations impose several requirements on FCMs and clearing houses that are designed to protect customers, including
mandating the implementation of risk management programs, internal monitoring and controls, capital and liquidity standards, customer
disclosures, and auditing and examination programs. In particular, the CEA and CFTC regulations require FCMs and clearing houses
to segregate all funds received from customers from proprietary assets. There can be no assurance that the requirements imposed
by the CEA and CFTC regulations will prevent losses to, or not materially adversely affect, USO or its investors.




In
particular, in the event of an FCM’s or clearing house’s bankruptcy, USO could be limited to recovering either a pro
rata share of all available funds segregated on behalf of the FCM’s combined customer accounts or USO may not recover any
assets at all. USO may also incur a loss of any unrealized profits on its open and closed positions. This is because if such a
bankruptcy were to occur, USO would be afforded the protections granted to customers of an FCM, and participants to transactions
cleared through a clearing house, under the United States Bankruptcy Code and applicable CFTC regulations. Such provisions generally
provide for a pro rata distribution to customers of customer property held by the bankrupt FCMs or an exchange’s clearing
house if the customer property held by the FCMs or the exchange’s clearing house is insufficient to satisfy all customer
claims.










28














Bankruptcy
of a clearing FCMs can be caused by, among other things, the default of one of the FCM’s customers. In this event, the exchange’s
clearing house is permitted to use the entire amount of margin posted by USO (as well as margin posted by other customers of the
FCM) to cover the amounts owed by the bankrupt FCM. Consequently, USO could be unable to recover amounts due to it on its futures
positions, including assets posted as margin, and could sustain substantial losses.




Notwithstanding
that USO could sustain losses upon the failure or bankruptcy of its FCM, the majority of USO’s assets are held in Treasuries,
cash and/or cash equivalents with USO’s Custodian and would not be impacted by the bankruptcy of an FCM.






The
failure or bankruptcy of USO’s Custodian could result in a substantial loss of USO’s assets.






The
majority of USO’s assets are held in Treasuries, cash and/or cash equivalents with the Custodian. The insolvency of the
Custodian could result in a complete loss of USO’s assets held by that Custodian, which, at any given time, would likely
comprise a substantial portion of USO’s total assets.






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






It
is possible that third parties might utilize USO’s intellectual property or technology, including the use of its business
methods, trademarks and trading program software, without permission. USCF has a patent for USO’s business method and has
registered its trademarks. USO does not currently have any proprietary software. However, if it obtains proprietary software in
the future, any unauthorized use of USO’s proprietary software and other technology could also adversely affect its competitive
advantage. USO may not have adequate resources to implement procedures for monitoring unauthorized uses of its patents, trademarks,
proprietary software and other technology. Also, third parties may independently develop business methods, trademarks or proprietary
software and other technology similar to that of USCF or claim that USCF has violated their intellectual property rights, including
their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, USCF may have to litigate in the
future to protect its trade secrets, determine the validity and scope of other parties’ proprietary rights, defend itself
against claims that it has infringed or otherwise violated other parties’ rights, or defend itself against claims that its
rights are invalid. Any litigation of this type, even if USCF is successful and regardless of the merits, may result in significant
costs, divert its resources from USO, or require it to change its proprietary software and other technology or enter into royalty
or licensing agreements.






Due
to the increased use of technologies, intentional and unintentional cyber-attacks pose operational and information security risks.






With
the increased use of technologies such as the internet and the dependence on computer systems to perform necessary business functions,
USO is susceptible to operational and information security risks. In general, cyber incidents can result from deliberate attacks
or unintentional events such as a cyber-attack against USO, a natural catastrophe, an industrial accident, failure of USO’s
disaster recovery systems, or consequential employee error. Cyber-attacks include, but are not limited to, gaining unauthorized
access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational
disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing
denial-of-service attacks on websites. Cyber security failures or breaches of USO’s clearing broker or third party service
provider (including, but not limited to, index providers, the administrator and transfer agent, the custodian), have the ability
to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of USO shareholders
to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement
or other compensation costs, and/or additional compliance costs. Adverse effects can become particularly acute if those events
affect USO’s electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity,
or confidentiality of our data.




In
addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. USO and its shareholders could
be negatively impacted as a result. While USO has established business continuity plans, there are inherent limitations in such
plans.










29















General
Risk Factors







Changes
to U.S. tariff and import/export regulations could have a negative effect on USO.






There
has been ongoing discussion and commentary regarding significant changes that have been and could be made to U.S. trade policies,
treaties and tariffs. The new U.S. presidential administration and U.S. Congress is in the process of revisiting and, in some
cases, reversing changes made by the prior U.S. presidential administration and there is uncertainty about the future relationship
between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the
perception that any of them could occur, could have a material adverse effect on global economic conditions and the stability
of global financial markets, and could significantly reduce global trade and, in particular, trade between the impacted nations
and the United States. Any of these factors could depress economic activity and negatively impact USO and its investments.






There
is uncertainty surrounding potential legal, regulatory and policy changes by the new presidential administration in the United
States that may directly affect financial institutions and the global economy.






As
a result of the United States presidential election, which occurred on November 3, 2020 and subsequent senate runoff elections,
there has been a change in control of the executive and legislative branches of the U.S. government. Changes in federal policy,
including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which
lead to changes involving the level of oversight and regulation of the energy sector, climate change, and the financial services
industry, as well as changes in tax rates. The nature, timing and economic and political effects of potential changes to the current
legal and regulatory framework affecting the energy sector and financial institutions remain highly uncertain. Uncertainty surrounding
future changes may adversely affect USO and its investments.










30















ADDITIONAL
INFORMATION




ABOUT USO, ITS INVESTMENT OBJECTIVE AND INVESTMENTS





USO
is a Delaware limited partnership organized on May 12, 2005. It operates pursuant to the terms of the Seventh Amended and Restated
Agreement of Limited Partnership dated as of December 15, 2017 (as amended from time to time, the “LP Agreement”),
which grants full management control of USO to USCF. USO maintains its main business office at 1850 Mt. Diablo Boulevard, Suite
640, Walnut Creek, California 94596.




The
net assets of USO consist primarily of investments in Oil Futures Contracts and, to a lesser extent, in order to comply with regulatory
requirements, risk mitigation measures, liquidity requirements, or in view of market conditions, Other Oil-Related Investments.
Market conditions that USCF currently anticipates could cause USO to invest in Other Oil-Related Investments include those allowing
USO to obtain greater liquidity or to execute transactions with more favorable pricing.




USO
invests substantially the entire amount of its assets in Oil Futures Contracts while supporting such investments by holding the
amounts of its margin, collateral and other requirements relating to these obligations in short-term obligations of the United
States of two years or less (“Treasuries”), cash and cash equivalents. The daily holdings of USO are available on
USO’s website at

www.uscfinvestments.com

.




USO
invests in Oil Interests to the fullest extent possible without being leveraged or unable to satisfy its current or potential
margin or collateral obligations with respect to its investments in Oil Interests. In pursuing this objective, the primary focus
of USCF, is the investment in Oil Futures Contracts and the management of USO’s investments in Treasuries, cash and/or cash
equivalents for margining purposes and as collateral.




USO
seeks to invest in a combination of Oil Interests such that the daily changes in its NAV, measured in percentage terms, will closely
track the daily changes in the price of the Benchmark Oil Futures Contract, also measured in percentage terms. As a specific benchmark,
USCF endeavors to place USO’s trades in Oil Interests and otherwise manage USO’s investments so that “A”
will be within plus/ minus ten percent (10%) of “B”, where:











·



A
is the average daily percentage change in USO’s per share NAV for any period of
30 successive valuation days; i.e., any NYSE Arca trading day as of which USO calculates
its per share NAV; and











·



B
is the average daily percentage change in the price of the Benchmark Oil Futures Contract
over the same period.




USCF
believes that market arbitrage opportunities will cause the daily changes in USO’s share price on the NYSE Arca to closely
track the daily changes in USO’s per share NAV but there can be no assurance of that. USCF further believes that the daily
changes in USO’s NAV in percentage terms will closely track the daily changes in percentage terms in the Benchmark Oil Futures
Contract, plus interest earned on USO’s collateral holdings, less USO’s expenses.




The following
two graphs demonstrate the correlation between the changes in USO’s NAV and the changes in the Benchmark Oil Futures Contract.
The first graph exhibits the daily changes in the last 30 valuation days ended December 31, 2020. The second graph measures monthly
changes since December 31, 2015 through December 31, 2020.










31
















*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS



















*PAST PERFORMANCE
IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

















An
alternative tracking measurement of the return performance of USO versus the return of its Benchmark Oil Futures Contract
can be calculated by comparing the actual return of USO, measured by changes in its per share NAV, versus the expected changes
in its per share NAV under the assumption that USO’s returns had been exactly the same as the daily changes in its Benchmark
Oil Futures Contract.










32














For
the year ended December 31, 2020, the actual total return of USO as measured by changes in its per share NAV was (67.66)%. This
is based on an initial per share NAV of $102.27* as of December 31, 2019 and an ending per share NAV as of December 31, 2020 of
$33.07. During this time period, USO made no distributions to its shareholders. However, if USO’s daily changes in its per
share NAV had instead exactly tracked the changes in the daily total return of the Benchmark Oil Futures Contract, USO would have
had an estimated per share NAV of $58.31 as of December 31, 2020, for a total return over the relevant time period of (42.97)%.
The difference between the actual per share NAV total return of USO of (67.66)% and the expected total return based on the Benchmark
Oil Futures Contract of (42.98)% was a difference over the time period of (24.68)%, which is to say that USO’s actual total
return underperformed its benchmark by that percentage. USO incurs expenses primarily composed of the management fee, brokerage
commissions for the buying and selling of futures contracts, and other expenses. The impact of these expenses, offset by interest
and dividend income, and net of positive or negative execution, tended to cause daily changes in the per share NAV of USO to track
slightly lower than daily changes in the price of the Benchmark Oil Futures Contract.





*

Adjusted to give effect to the reverse share split of 1-for-8 effected on April 28, 2020

.





In
addition, because of the limitations imposed on USO, for example, by its regulators and its FCMs, USO may be limited in investing
in other Oil Futures Contracts in addition to the Benchmark Oil Futures Contract. Limitations on USO may negatively impact the
ability of USO (i) to reallocate its investments to more favorably meet its investment objective or (ii) in connection with the
purchase of Creation Baskets, to invest the proceeds of such purchases in Oil Futures Contracts. As a result, investors in USO
should expect that USO’s ability to invest in the Benchmark Oil Futures Contract and other Oil Futures Contracts will continue
to be limited and that USO may be required to invest in Other Oil-Related Interests. The inability to closely track the Benchmark
Oil Futures Contract and, as described in this prospectus, the changes in its portfolio of investments, and the impact of changing
levels of contango, will impact the performance of USO and the value of its shares.




While
it is USO’s expectation that at some point in the future it will return to primarily investing in the Benchmark Oil Futures Contract,
there can be no guarantee of when, if ever, that will occur. As a result, there may be continued wider deviations between the
performance of USO’s investments and the Benchmark Oil Futures Contract than prior to the Spring of 2020, and changes in
USO’s share price may not be able to track changes in the price of the Benchmark Oil Futures Contract within as narrow a
percentage change difference for any period of 30 successive valuation days as it typically has prior to Spring of 2020. As a
result of previously discussed market conditions and the regulatory response that occurred in March 2020 and thereafter,


large numbers of USO shares that were purchased during a short period of time, regulatory accountability levels and position
limits on oil futures contracts and FCM risk mitigation measures imposed on USO in 2020, USO invested in Oil Futures Contracts
in months other than the Benchmark Oil Futures Contracts and was limited in it investments in the Benchmark Oil Futures Contract.
While USO has been able to meet its investment objective, it has been difficult for USO to do so within as narrow a range of percentage
change differences in USO’s NAV for any period of 30 successive valuation days and the average daily percentage change in
the price of the Benchmark Oil Futures Contract over the same period as it typically had prior to the Spring of 2020 due to the
factors described above. For example, the average percentage difference for the 30-day period ending March 31, 2020 was -0.004%,
for the 30-day period ending April 30, 2020, it was -1.364% and for the 30-day period ending May 31, 2020, it was -2.247%.




In
addition, changes in the price of USO’s shares on the NYSE Arca on a percentage basis are not tracking the daily changes
in the spot price of crude oil on a percentage basis as closely as they were tracking before the occurrence of the COVID-19 pandemic
and the significant market volatility that occurred in 2020 in the crude oil markets and the oil futures markets. Notwithstanding
the foregoing, in the fourth quarter of 2020 the average daily difference between the return of USO’s NAV and the Benchmark Oil
Futures Contract was (0.035)% (or (3.5) basis points), well within the 10% plus or minus range. While the divergence that occurred
in the Spring of 2020 from USO’s historical levels of meeting its investment objective within a narrower range of average
percentage differences for a 30-day period has significantly diminished, larger average percentage change differences could occur
again, e.g., if market conditions and the regulatory and FCM risk mitigation response akin to what took place in the Spring of
2020 were to reoccur.




USCF
employs a “neutral” investment strategy in order to track changes in the price of the Benchmark Oil Futures Contract
regardless of whether the price goes up or goes down. USO’s “neutral” investment strategy is designed to permit
investors generally to purchase and sell USO’s shares for the purpose of investing indirectly in crude oil in a cost-effective
manner, and/or to permit participants in the oil or other industries to hedge the risk of losses in their crude oil-related transactions.
Accordingly, depending on the investment objective of an individual investor, the risks generally associated with investing in
crude oil and/or the risks involved in hedging may exist. In addition, as noted above, an investment in USO involves the risk
that the daily changes in the price of USO’s shares, in percentage terms, will not accurately track the daily changes in
the Benchmark Oil Futures Contract, in percentage terms, and that daily changes in the Benchmark Oil Futures Contract in percentage
terms, will not closely correlate with daily changes in the spot prices of light, sweet crude oil, in percentage terms.










33















Impact
of Contango and Backwar




dation on Total Returns





Contango
and backwardation are natural market forces that have impacted the total return on an investment in USO’s shares during
the past year relative to a hypothetical direct investment in crude oil. In the future, it is likely that the relationship between
the market price of USO’s shares and changes in the spot prices of light, sweet crude oil will continue to be impacted by
contango and backwardation. It is important to note that this comparison ignores the potential costs associated with physically
owning and storing crude oil, which could be substantial.




Several
factors determine the total return from investing in futures contracts. One factor arises from “rolling” futures contracts
that will expire at the end of the current month (the “near” or “front” month contract) forward each month
prior to expiration. For a strategy that entails holding the near month contract, the price relationship between that futures
contract and the next month futures contract will impact returns. For example, if the price of the near month futures contract
is higher than the next futures month contract (a situation referred to as “backwardation”), then absent any other
change, the price of a next month futures contract tends to rise in value as it becomes the near month futures contract and approaches
expiration. Conversely, if the price of a near month futures contract is lower than the next month futures contract (a situation
referred to as “contango”), then absent any other change, the price of a next month futures contract tends to decline
in value as it becomes the near month futures contract and approaches expiration.




As
an example, assume that the price of crude oil for immediate delivery, is $50 per barrel, and the value of a position in the near
month futures contract is also $50. Over time, the price of crude oil will fluctuate based on a number of market factors, including
demand for oil relative to supply. The value of the near month futures contract will likewise fluctuate in reaction to a number
of market factors. If an investor seeks to maintain a position in a near month futures contract and not take delivery of physical
barrels of crude oil, the investor must sell the current near month futures contract as it approaches expiration and invest in
the next month futures contract. In order to continue holding a position in the current near month futures contract, this “roll”
forward of the futures contract must be executed every month.




If
the futures market is in backwardation, e.g., when the price of the near month futures contract is higher than the price of the
next month futures contract, the investor would buy a next month futures contract for a lower price than the current near month
futures contract. Assuming the price of the next month futures contract was $49 per barrel, or 2% cheaper than the $50 near month
futures contract, then, hypothetically, and assuming no other changes (e.g., to either prevailing crude oil prices or the price
relationship between the spot price, the near month contract and the next month contract, and, ignoring the impact of commission
costs and the income earned on cash and/or cash equivalents), the value of the $49 next month futures contract would rise to $50
as it approaches expiration. In this example, the value of an investment in the next month futures contract would tend to outperform
the spot price of crude oil. As a result, it would be possible for the new near month futures contract to rise 12% while the spot
price of crude oil may have risen a lower amount, e.g., only 10%. Similarly, the spot price of crude oil could have fallen 10%
while the value of an investment in the futures contract might have fallen another amount, e.g., only 8%. Over time, if backwardation
remained constant, this difference between the spot price and the futures contract price would continue to increase.




If
the futures market is in contango, an investor would be buying a next month futures contract for a higher price than the current
near month futures contract. Again, assuming the near month futures contract is $50 per barrel, the price of the next month futures
contract might be $51 per barrel, or 2% more expensive than the front month futures contract. Hypothetically, and assuming no
other changes, the value of the $51 next month futures contract would fall to $50 as it approaches expiration. In this example,
the value of an investment in the second month would tend to underperform the spot price of crude oil. As a result, it would be
possible for the new near month futures contract to rise only 10% while the spot price of crude oil may have risen a higher amount,
e.g., 12%. Similarly, the spot price of crude oil could have fallen 10% while the value of an investment in the second month futures
contract might have fallen another amount, e.g., 12%. Over time, if contango remained constant, this difference between the spot
price and the futures contract price would continue to increase.




The
chart below compares the daily price of the near month crude oil futures contract to the price of 13

th

month crude
oil futures contract (i.e., a contract one year forward) over the last 10 years. When the price of the near month futures contract
is higher than the price of the 13

th

month futures contract, the market would be described as being in backwardation.
When the price of the near month futures contract is lower than the 13

th

month futures contract, the market would be
described as being in contango. Although the price of the near month futures contract and the price of the 13

th

month
futures contract tend to move together, it can be seen that at times the near month futures contract prices are higher than the
13

th

month futures contract prices (backwardation) and, at other times, the near month futures contract prices are
lower than the 13

th

month futures contract prices (contango).










34















*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS














35














An
alternative way to view the same data is to subtract the dollar price of the 13th month crude oil futures contract from the dollar
price of the near month crude oil futures contract, as shown in the chart below. When the difference is positive, the market is
in backwardation. When the difference is negative, the market is in contango. The crude oil market spent time in both backwardation
and contango during the last ten years.





*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS








An
investment in a portfolio that owned only the near month crude oil futures contract would likely produce a different result than
an investment in a portfolio that owned an equal number of each of the near 12 months’ of crude oil futures contracts. Generally
speaking, when the crude oil futures market is in backwardation, a portfolio of only the near month crude oil futures contract
may tend to have a higher total return than a portfolio of 12 months’ of the crude oil futures contract. Conversely, if
the crude oil futures market was in contango, the portfolio containing only 12 months’ of crude oil futures contracts may
tend to outperform the portfolio holding only the near month crude oil futures contract.










36














Historically,
the crude oil futures markets have experienced periods of contango and backwardation, with backwardation being in place somewhat
less often than contango since oil futures trading started in 1983. Following the global financial crisis in the fourth quarter
of 2008, the crude oil market moved into contango and remained in contango for a period of several years. During parts of 2009,
the level of contango was unusually steep as a combination of slack U.S. and global demand for crude oil and issues involving
the physical transportation and storage of crude oil at Cushing, Oklahoma, the primary pricing point for oil traded in the U.S.,
led to unusually high inventories of crude oil. A combination of improved transportation and storage capacity, along with growing
demand for crude oil globally, moderated the inventory build-up and led to reduced levels of contango by 2011. However, at the
end of November 2014, global crude oil inventories grew rapidly after OPEC voted to defend its market share against U.S. shale-oil
producers, resulting in another period during which the crude oil market remained primarily in contango. This period of contango
continued through December 31, 2017. Declining global crude oil inventories caused the market to flip into backwardation at the
beginning of 2018 through late October 2018, at which point ongoing supply growth in the U.S., combined with increased OPEC production,
once again led market participants to fear another global glut of crude oil. The crude oil market was primarily in contango the
first half of 2019 and in backwardation during the second half of 2019. Crude oil flipped back into contango in January 2020 and
remained predominantly in contango throughout 2020.




In
March 2020, contango dramatically increased and reached historic levels during the economic crisis arising from the COVID-19 pandemic
and disputes among oil producing nations regarding limits on oil production levels. This level of contango was due to significant
market volatility that occurred in crude oil markets as well as oil futures markets. Crude oil prices collapsed in the wake of
the COVID-19 demand shock, which reduced global petroleum consumption, and the price war launched by Saudi Arabia at the beginning
of March 2020 in response to Russia’s unwillingness to participate in extending previously agreed upon supply cuts. An estimated
twenty million barrels a day of crude demand evaporated as a result of quarantines and massive drops in industrial and manufacturing
activity. Eventually, the United States, OPEC, Russia, and other oil producers around the world agreed to a historic 9.7 million
barrel per day cut to crude supply. The supply cut along with the partial reopening of economies during the third quarter of 2020
reduced some of the unprecedented volatility oil markets experienced in the spring of 2020. Likewise, contango returned to moderate
levels in May 2020.




As
a result of market and regulatory conditions, including significant market volatility, large numbers of USO shares purchased during
a short period of time, applicable regulatory accountability levels and position limits on oil futures contracts and FCM risk
mitigation measures that were imposed on USO in 2020, USO invested in Oil Futures Contracts in months other than the Benchmark
Oil Futures Contracts and was limited in its investments in the Benchmark Oil Futures Contract. In order to continue to meet its
investment objective, USO has chosen from its permitted investments types and amounts of Oil Futures Contracts allowed by its
current regulatory requirements and under the risk mitigation efforts of its FCMs and other market participants, including those
Oil Futures Contracts with expiration dates for months later than that of the Benchmark Oil Futures Contract. Continued holdings
in these later month contracts may allow USO to experience lesser effects from contango than would be the case if USO’s
holdings were primarily in Oil Futures Contracts in the first month or second month. Likewise, continued holdings in these later
month contracts also could cause USO to experience lesser effects from backwardation than would be the case if USO’s holdings
were primarily in Oil Futures Contracts in the first month or second month. While USO continues to invest in later month contracts,
there is no assurance that this will continue and if USO returns to primarily investing in the Benchmark Oil Futures Contract
it will be subject to greater effects of contango and backwardation.





What are the Tra




ding
Policies of USO?







Investment Objectives






The
investment objective of USO is for the daily changes in percentage terms of its shares’ per share NAV to reflect the daily
changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the daily
changes in the price of the Benchmark Oil Futures Contract, plus interest earned on USO’s collateral holdings, less USO’s
expenses. The Benchmark Oil Futures Contract is the futures contract on light, sweet crude oil as traded on the NYMEX that is
the near month contract to expire, until the roll period (described below), during which the Benchmark Oil Futures Contract will
be represented proportionately during the change each day of the roll by both the near month contract to expire and the next month
contract, until the roll is completed. Once the roll is completed, the Benchmark Oil Futures Contract will be the futures contract
on light, sweet crude oil as traded on the NYMEX that is the next month contract to expire.










37














USO
intends to continue to pursue its investment objective as described above. By remaining invested as fully as possible in Oil Futures
Contracts or Other Oil-Related Investments, USCF believes that the daily changes in percentage terms of USO’s NAV will continue
to closely track the daily changes in percentage terms in the price of the Benchmark Oil Futures Contract. USCF believes that
certain arbitrage opportunities result in the price of the shares traded on the NYSE Arca closely tracking the NAV of USO. Additionally,
Oil Futures Contracts traded on the NYMEX have closely tracked the spot price of light, sweet crude oil. Based on these expected,
USCF believes that the changes in the price of USO’s shares as traded on the NYSE Arca have closely tracked and will continue
to closely track on a daily basis, the changes in the spot price of light, sweet crude oil on a percentage basis.




In
addition, USO’s investments starting in the Spring of 2020 have included Oil Futures Contracts with expirations in later
months than the Benchmark Oil Futures Contract and continued holdings in these later month contracts will typically cause USO
to experience lesser effects from contango and backwardation than would be the case if USO’s holdings were primarily in
oil futures contracts in the first month or second month. While it is USO’s expectation that at some point in the future
it will be able to return to primarily investing in the Benchmark Oil Futures Contract or other similar futures contracts of the
same tenor based on light, sweet crude oil, there can be no guarantee of when, if ever, that will occur. As a result, investors
in USO should expect USO will continue to invest in other permitted investments and that there will be continued deviations between
the performance of USO’s investments and the Benchmark Oil Futures Contract, and that USO may not be able to meet its investment
objective within as narrow a percentage change difference in USO’s NAV for any period of 30 successive valuation days and
the average daily percentage change in the price of the Benchmark Oil Futures Contract as it typically had prior to the Spring
of 2020 due to the factors described above. Limitations on USO’s ability to invest in the Benchmark Oil Futures Contract,
together with the changes to its portfolio of investments, have impacted and may continue to impact the performance of USO and
the value of its shares.






Monthly Roll






Each
month, within two weeks of expiration, USO changes the Benchmark Oil Futures Contract, which at the beginning of the month is
the futures contract on light, sweet crude oil as traded on the NYMEX that is the near or front month (referred to herein as the
first month) into the NYMEX futures contract that is the next month contract to expire (referred to herein as the second month).
Historically, this was done over a four-day period at the end of which the Benchmark Oil Futures Contract was the next month contract
to expire at that time and that contract remained the Benchmark Oil Futures Contract until the beginning of the following month’s
change in the Benchmark Oil Futures Contract over a four-day period. On each day during the four-day period, USCF “rolled”
USO’s positions in Oil Interests by closing, or selling, a percentage of USO’s positions in Oil Interests and reinvesting
the proceeds from closing those positions in new Oil Interests that reflected the change in the Benchmark Oil Futures Contract.
In the past, during the four-day period, USO has rolled its positions in Oil Futures Contracts in the first month prior to the
end of the month to avoid such contracts’ expiration and having to take delivery of the underlying commodity.




USO
continues this monthly roll process with respect to its portfolio holdings, notwithstanding that its investments may not be concentrated
in the first month futures contract, as is the case as of the date of this prospectus. Currently, USO rolls and rebalances its
portfolio to: (1) sell the earliest month of the futures contracts that it holds, (2) rebalance its portfolio in a manner that
allows it to meet market conditions, regulatory requirements and other factors described herein, and (3) structure its investments
within the foregoing limits in a way that allows USO to best pursue its stated investment objective.




In
May of 2020, USO extended the monthly roll/rebalancing period from a four-day period to a ten-day period due to the size and diversification
of its portfolio holdings and to address regulatory concerns. During the ten-day roll period, or a rebalance period, USO will
close certain existing positions, e.g., when it changes the Benchmark Oil Futures Contract and sells contracts that will expire
at the end of the month, or when it sells Oil Futures Contracts to address the market conditions, regulatory requirements and
other factors discussed herein, and reinvests the proceeds in new Oil Futures Contracts or Other Oil-Related Investments in a
manner that is consistent with its stated investment intentions concerning the type and percentages of the investments in its
portfolio, including the waterfall permitted investments as described above.




The
change from a four-day roll to a ten-day roll, whether or not USO holds any Benchmark Oil Futures Contacts at the time of the
roll, did not change USO’s benchmark or its investment objective other than as described herein. The Benchmark Oil Futures
Contract remains the futures contract on light, sweet crude oil as traded on the NYMEX for the first month before the roll period,
and during the roll period the Benchmark Oil Futures Contract will proportionately change each day of the roll to the futures
contract on light, sweet crude oil as traded on the NYMEX for the second month, until the roll is completed.










38














Typically,
on each day during the ten-day roll period, USO intends to rebalance approximately 1/10th of the announced percentage of the notional
value of its nearest month instrument and other specified instruments (which could be 100% of such notional value of such interests)
and reinvest the proceeds in the remaining current portfolio holdings as well as further-dated contracts and any new specified
portfolio holdings in the waterfall of permitted investments described above. In addition, USO may need to adjust the roll/rebalance
in light of market conditions, regulatory requirements, FCM risk mitigation measures imposed on USO, or other factors that impact
the ability of USO to make its investments and achievement its investment objectives.




USO
will roll its positions during the first 10 trading days of each subsequent month. The anticipated dates that the monthly roll
period will commence are published on USO’s website at www.uscfinvestments.com, and are subject to change without notice.






Portfolio
Composition






USO’s
total portfolio composition is disclosed on its website each business day that the NYSE Arca is open for trading. The website
disclosure of portfolio holdings is made daily and includes, as applicable, the name and value of each Oil Interest, the specific
types of Other Oil-Related Investments and characteristics of such Other Oil-Related Investments, the name and value of each Treasury
and cash equivalent, and the amount of cash held in USO’s portfolio. USO’s website is publicly accessible at no charge.
USO’s assets used for margin and collateral are held in segregated accounts pursuant to the CEA and CFTC regulations.




In
addition to disclosing USO’s end of day portfolio of investments, USO discloses any changes to its investment intentions
with respect to the type and percentage of investments in USO’s portfolio. USO has disclosed the parameters for making decisions
regarding the permitted investments USO holds, including the intended order of priority or waterfall it considers in selecting
investments and the type of investments to be held in its portfolio. Such parameters and order of priority are discretionary to
USO and, as described below, can be changed by USO due to regulatory requirements, risk mitigation measures, market conditions,
liquidity requirements or other factors. Further, the type and percentages of investments to be held by USO at the end of the
monthly roll period as well as going forward, including for any rebalances, is published on its website, www.uscfinvestments.com.
Accordingly, for the foreseeable future, to address and comply with the market conditions, regulatory requirements and other factors
that have influenced, and will continue to influence, its investment decisions, USO intends to buy or sell its permitted investments
in accordance with those investment intentions when USO increases or decreases either its portfolio overall or its holdings of
particular investments.




The
investment intention announced by USO on its website as described above could change as a result of any or all of the following:


































·




evolving market conditions;
















·




a change in regulatory accountability levels
and position limits imposed on USO with respect to its investment Oil Futures Contracts; or
















·




risk mitigation measures taken by the market
participants generally, or with respect to USO specifically, including with respect to USO acquiring certain additional Oil
Futures Contracts, or in connection with USO selling additional shares.






USO’s
ability to invest in the Benchmark Oil Futures Contract has been and continues to be limited by any of these occurrences. In addition,
while determining the appropriate investments for USO’s portfolio in accordance with its current intention, or to address
the foregoing changes in market conditions, regulatory requirements or risk mitigation measures, USO may need to hold significant
portions of its portfolio in cash beyond what it has historically held in order to satisfy potential margin requirements.






Trading Policy






In
managing USO’s assets USCF does not use a technical trading system that issues buy and sell orders. USCF instead employs
a quantitative methodology whereby each time a Creation Basket is sold, USCF purchases Oil Interests, such as the Benchmark Oil
Futures Contract and other Oil Futures Contracts, that have an aggregate market value that approximates the amount of Treasuries
and/or cash received upon the issuance of the Creation Basket.










39














The
specific Oil Futures Contracts purchased depends on various factors, including a judgment by USCF as to the appropriate diversification
of USO’s investments in futures contracts with respect to the month of expiration, and the prevailing price volatility of
particular contracts. While USCF has made significant investments in NYMEX Oil Futures Contracts, for various reasons, including
the ability to enter into the precise amount of exposure to the crude oil market, position limits or other regulatory requirements
limiting USO’s holdings, and market conditions, it may invest in Oil Futures Contracts traded on other exchanges or invest
in Other Oil-Related Investments. To the extent that USO invests in Other Oil-Related Investments, it would prioritize investments
in contracts and instruments that are economically equivalent to the Benchmark Oil Futures Contract, including cleared swaps that
satisfy such criteria, and then, to a lesser extent, it would invest in other types of cleared swaps and other contracts, instruments
and non-cleared swaps, such as swaps in the over-the-counter market (or commonly referred to as the “OTC market”).
If USO is required by law or regulation, or by one of its regulators, including a futures exchange, to reduce its position in
the Benchmark Oil Futures Contracts to the applicable position limit or to a specified accountability level or if market conditions
dictate it would be more appropriate to invest in Other Oil-Related Investments, a substantial portion of USO’s assets could
be invested in accordance with such priority in Oil Futures Contracts other than the Benchmark Oil Futures Contract or oil futures
contracts issued by NYMEX and ICE Futures with the same months and Other Oil-Related Investments that are intended to replicate
the return on the Benchmark Oil Futures Contract. As USO’s assets reach higher levels, it is more likely to exceed position
limits, accountability levels or other regulatory limits and, as a result, it is more likely that it will invest in accordance
with such priority in Other Oil-Related Investments at such higher levels. In addition, market conditions that USCF currently
anticipates could cause USO to invest in Other Oil-Related Investments include those allowing USO to obtain greater liquidity
or to execute transactions with more favorable pricing. See “Risk Factors Involved with an Investment in USO” for
a discussion of the potential impact of regulation on USO’s ability to invest in OTC transactions and cleared swaps.




As
discussed above, various factors including, but not limited to, evolving market conditions, changes to regulatory requirements
imposed on USO with respect to its investment in the Benchmark Oil Futures Contract or other Oil Futures Contracts, and risk mitigation
measures taken by market participants generally, including FCMs, have severely limited USO’s ability to invest in the Benchmark
Oil Futures Contract and certain of the other investments in which USO traditionally would have invested in a substantial portion
of its portfolio. Moreover, because such factors have continued to evolve, USO has had to invest in other permitted investments
instead of investing primarily in the Benchmark Oil Futures Contract and the cash-settled, but substantially similar, oil futures
contract traded on ICE Futures (i.e., the ICE WTI Contract), but also has had to more frequently change the holdings in its portfolio
than it has in the past. While USO has been able to meet its investment objective, it has been difficult for USO to do so within
as narrow a range of percentage change differences in USO’s NAV for any period of 30 successive valuation days and the average
daily percentage change in the price of the Benchmark Oil Futures Contract over the same period as it typically had prior to the
Spring of 2020 due to the factors described above. In addition, changes in the price of USO’s shares on the NYSE Arca on
a percentage basis are not tracking the daily changes in the spot price of crude oil on a percentage basis as closely as they
were tracking before the occurrence of the COVID-19 pandemic and the significant market volatility that occurred in 2020 in the
crude oil markets and the oil futures markets.




Below,
USO has outlined the parameters for making decisions regarding the permitted investments it will hold, including the intended
order of priority in selecting investments to be held in its portfolio. These parameters and order of priority are discretionary
to USO and, as described below, can be changed by USO due to regulatory requirements, risk mitigation measures, market conditions,
liquidity requirements or other factors. The type and percentages of investments to be held by USO at the end of the monthly roll
period as well as going forward, including for any rebalances, will be published on USO’s website www.uscfinvestments.com.
Accordingly, for the foreseeable future, to address and comply with the market conditions, regulatory requirements or other factors
that have influenced, and will continue to influence, its investment decisions, USO intends to buy or sell the following permitted
investments taking into account the order, or waterfall, set forth below when USO increases or decreases either its portfolio
overall or its holdings of particular investments:











1.



The
current or front month (“first month”) Oil Futures Contracts based on the
price 1. of the light, sweet crude oil known as West Texas Intermediate (“WTI”)
or, which are priced off of the oil futures contracts based on WTI as traded on the NYMEX
including the Benchmark Oil Futures Contracts and the ICE WTI Contract (“WTI Oil
Futures Contracts”); then











2.



The
first month, the next or following month (“second month”, with months thereafter
being numerically designated, i.e., the third month, the fourth month, the fifth month,
etc.) and the third month WTI Oil Futures Contracts; then











3.



The
first through the sixth month WTI Oil Futures Contracts, plus the next nearest June WTI
Oil Futures Contracts or the next nearest December WTI Oil Futures Contracts that is
not included in the first through sixth months; then










40





















4.



The
first through the twelfth month WTI Oil Futures Contracts; then











5.



The
first through the twelfth month WTI Oil Futures Contracts plus the second through thirteenth
month Oil Futures Contracts based on Brent Crude Oil traded on ICE Futures (“Brent
Oil Futures Contracts”); then











6.



The
first through the twelfth month WTI Oil Futures Contracts Months plus 6. the second through
thirteenth month Brent Oil Futures Contracts plus the first through the twelfth month
Oil Futures Contracts based on Ultra Low Sulfur Diesel Oil Futures Contract traded on
NYMEX (“USDL Oil Futures Contract”); then











7.



The
first through the twelfth month WTI Oil Futures Contracts plus the second through thirteenth
month Brent Oil Futures Contracts plus the first through the twelfth month USDL Oil Futures
Contracts plus the first through the twelfth month RBOB Gasoline Oil Futures Contracts
(“Gasoline Futures Contract”); then











8.



USO
may also utilize the Oil Futures Contracts based on WTI, WTI Oil Futures Contacts or
other types of crude oil traded on the Dubai, Singapore, and Houston exchanges, if and
when these contracts reach sufficient scale and liquidity to meaningfully contribute
to USO’s investment objective, in addition to the foregoing investments; then,
finally,











9.



Other
Oil-Related Investments, in addition to the foregoing investments.




If,
due to regulatory requirements, risk mitigation measures, market conditions, liquidity requirements or other factors, USO is not
able to invest in a particular month contract described above, then it will adjust the methodology incrementally beginning from
the nearest month contract available to it that it is reasonable or feasible to hold in light of such factors.




If
USO uses OTC swaps or other instruments, those OTC swaps or instruments would also provide exposure to one or more of the same
above-described permitted investments in varying months or contracts. USO also anticipates that to the extent it invests in Oil
Futures Contracts other than WTI Oil Futures Contacts) and Other Oil-Related Investments, it may enter into various non-exchange-traded
derivative contracts to hedge the short-term price movements of such Oil Futures Contracts and Other Oil-Related Investments against
the current Benchmark Oil Futures Contract.










41














The
progression from one stage of permitted investments described in the above waterfall to the next stage, including the specific
target weights for the particular portfolio investments to be held by USO, will take into account, to the extent applicable, the
relative levels of open interest, position limits, and other factors. The specific permitted investments and the identified target
weights for such investments, consistent with progression from one stage of the above-described waterfall to the next stage, will
be published on the website the day before the start of (i) any monthly roll/rebalance period for the end of such roll/rebalance
period, and (ii) any rebalancing to be done outside of the monthly roll period due to market conditions, regulatory requirements
and other factors described herein. In extreme circumstances, changes may need to be made intraday. In such circumstances, the
changes will be published on the website at the end of the day. USO will attempt to execute rebalances required over several days
to minimize market impact. However, it may be necessary to execute these risk measures rapidly and with minimal notice. Published
portfolio changes will be implemented by USO over the course of the roll/rebalance period as indicated on the website or over
the course of another day or period with respect to a particular change outside of the roll.




USO
will progress through the stages of the above-described waterfall of permitted investments as it approaches regulatory or other
limits or as necessary to address market conditions, or other factors, including additional investments in USO, requiring consideration
of particular levels of the waterfall. Generally, USO will invest in each stage of the waterfall in the order described above.
However, USO, in its sole discretion, may proceed to invest in a further stage of the waterfall (i.e., skipping over a particular
stage) if it determines it may exceed position limits in the immediately following stage of the above waterfall within the next
month or due to other regulatory requirements, risk mitigation measures, market conditions, liquidity requirements or other factors.




USCF
may not be able to fully invest USO’s assets in Benchmark Oil Futures Contracts having an aggregate notional amount exactly
equal to USO’s NAV. For example, as standardized contracts, the Benchmark Oil Futures Contracts are for a specified amount
of a particular commodity, and USO’s NAV and the proceeds from the sale of a Creation Basket are unlikely to be an exact
multiple of the amounts of those contracts. As a result, in such circumstances, USO may be better able to achieve the exact amount
of exposure to changes in price of the Benchmark Oil Futures Contract through the use of Other Oil-Related Investments, such as
OTC contracts that have better correlation with changes in price of the Benchmark Oil Futures Contract.




USO
anticipates that to the extent it invests in Oil Futures Contracts other than contracts on light, sweet crude oil (such as futures
contracts for diesel-heating oil, natural gas, and other petroleum-based fuels) and Other Oil-Related Investments, it will enter
into various non- exchange-traded derivative contracts to hedge the short-term price movements of such Oil Futures Contracts and
Other Oil-Related Investments against the current Benchmark Oil Futures Contract.




USCF
does not anticipate letting USO’s Oil Futures Contracts expire and taking delivery of the underlying commodity. Instead,
USCF will close existing positions, e.g., when it changes the Benchmark Oil Futures Contracts or Other Oil-Related Investments
or it otherwise determines it would be appropriate to do so, and reinvest the proceeds in new Oil Futures Contracts or Other Oil-Related
Investments. Positions may also be closed out to meet orders for Redemption Baskets and in such case, the proceeds for such baskets
will not be reinvested.






Liquidity






USO
invests only in Oil Futures Contracts and Other Oil-Related Investments that, in the opinion of USCF, are traded in sufficient
volume to permit the ready taking and liquidation of positions in these financial interests and in Other Oil-Related Investments
that, in the opinion of USCF, may be readily liquidated with the original counterparty or through a third party assuming the position
of USO.






Spot
Commodities






While
the crude Oil Futures Contracts traded can be physically settled, USO does not intend to take or make physical delivery. USO may
from time to time trade in Other Oil-Related Investments, including contracts based on the spot price of crude oil.






Leverage






USCF
endeavors to have the value of USO’s Treasuries, cash and cash equivalents, whether held by USO or posted as margin or other
collateral, at all times approximate the aggregate market value of its obligations under its Oil Futures Contracts and Other Oil-Related
Investments. Commodity pools’ trading positions in futures contracts or other related investments are typically required
to be secured by the deposit of margin funds that represent only a small percentage of a futures contract’s (or other commodity
interest’s) entire market value.










42














Although
permitted to do so under its Limited Partnership Agreement, USO has not and does not intend to leverage its assets and makes its
investments accordingly. Consistent with the foregoing, USO’s announced investment intentions noted above, and any changes
thereto, will take into account the need for USO to make permitted investments that also allow it to maintain adequate liquidity
to meet its margin and collateral requirements and to avoid, to the extent reasonably possible, USO becoming leveraged. If market
conditions require it, these risk reduction procedures, including the sale of investments, may occur on short notice if they occur
other than during a roll or rebalance period.






Borrowings






Borrowings
are not used by USO unless USO is required to borrow money in the event of physical delivery, if USO trades in cash commodities,
or for short-term needs created by unexpected redemptions.






OTC
Derivatives (Including Spreads and Straddles)






In
addition to Oil Futures Contracts, there are also a number of listed options on the Oil Futures Contracts on the principal futures
exchanges. These contracts offer investors and hedgers another set of financial vehicles to use in managing exposure to the crude
oil market. Consequently, USO may purchase options on crude Oil Futures Contracts on these exchanges in pursuing its investment
objective.




In
addition to the Oil Futures Contracts and options on the Oil Futures Contracts, there also exists an active non-exchange-traded
market in derivatives tied to crude oil. These derivatives transactions (also known as OTC contracts) are usually entered into
between two parties in private contracts. Unlike most of the exchange-traded Oil Futures Contracts or exchange-traded options
on the Oil Futures Contracts, each party to such contract bears the credit risk of the other party,

i.e.

, the risk that
the other party may not be able to perform its obligations under its contract. To reduce the credit risk that arises in connection
with such contracts, USO will generally enter into an agreement with each counterparty based on the Master Agreement published
by the International Swaps and Derivatives Association, Inc. (“ISDA”) that provides for the netting of its overall
exposure to its counterparty.




USCF
assesses or reviews, as appropriate, the creditworthiness of each potential or existing counterparty to an OTC contract pursuant
to guidelines approved by the Board.




USO
may enter into certain transactions where an OTC component is exchanged for a corresponding futures contract (“Exchange
for Related Position” or “EFRP” transactions). In the most common type of EFRP transaction entered into by USO,
the OTC component is the purchase or sale of one or more baskets of USO shares. These EFRP transactions may expose USO to counterparty
risk during the interim period between the execution of the OTC component and the exchange for a corresponding futures contract.
Generally, the counterparty risk from the EFRP transaction will exist only on the day of execution.




USO
may employ spreads or straddles in its trading to mitigate the differences in its investment portfolio and its goal of tracking
the price of the Benchmark Oil Futures Contract. USO would use a spread when it chooses to take simultaneous long and short positions
in futures written on the same underlying asset, but with different delivery months.




During
the year ended December 31, 2020 and through February 28, 2021, USO has limited its derivatives activities to Oil Futures Contracts
and EFRP transactions.






Pyramiding






USO
has not employed and will not employ the technique, commonly known as pyramiding, in which the speculator uses unrealized profits
on existing positions as variation margin for the purchase or sale of additional positions in the same or another commodity interest.










43















Prior Pe




rformance
of USO






*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS





USCF
manages USO which is a commodity pool that issues shares traded on the NYSE Arca. The chart below shows, as of February 28, 2021,
the number of Authorized Participants, the total number of baskets created and redeemed since inception and the number of outstanding
shares for USO.









































# of Authorized


Participants


Baskets


Purchased


Baskets


Redeemed


Outstanding


Shares


13



46,459



45,630



82,923,603
















Since
the commencement of the offering of USO shares to the public on April 10, 2006 to February 28, 2021, the simple average daily
changes in the Benchmark Oil Futures Contract was (0.016)% while the simple average daily change in the NAV of USO over the same
time period was (0.035)%. The average daily difference was (0.019)% (or (1.9) basis points, where 1 basis point equals 1/100 of
1%). As a percentage of the daily movement of the Benchmark Oil Futures Contract, the average error in daily tracking by the NAV
was 1.18%, meaning that over this time period USO’s tracking error was within the plus or minus ten percent 10% range established
as its benchmark tracking goal.




The
table below shows the relationship between the trading prices of the shares and the daily NAV of USO, since inception through
February 28, 2021. The first row shows the average amount of the variation between USO’s closing market price and NAV, computed
on a daily basis since inception, while the second and third rows depict the maximum daily amount of the end of day premiums and
discounts to NAV since inception, on a percentage basis. USCF believes that maximum and minimum end of day premiums and discounts
typically occur because trading in the shares continues on the NYSE Arca until 4:00 p.m. Eastern time after the determination
of the settlement price by the NYMEX at 2:30 p.m. Eastern time, while USO’s NAV is calculated based on the settlement price
of Oil Futures Contracts at 2:30 p.m. Eastern time and the closing share price of USO on the NYSE Arca takes into account changes
in the price of Oil Futures Contracts that occur after the settlement price is determined. As a result, during periods when the
NYSE Arca is open and the futures exchanges on which light, sweet crude oil is traded are closed, trading spreads and the resulting
premium or discount on the shares may widen and, therefore, increase the difference between the price of the shares and the NAV
of the shares.








































USO


Average Difference


$

(0.02

)

Max Premium%



36.457

%

Max Discount%



(4.515

)%








For more
information on the performance of USO, see the Performance Tables below.

1

















1




At
the market close on April 21, 2020, the day that USO announced it was suspending the offering
of its Creation Baskets for purchase, USO’s closing share price was 36% over its end
of the day per share NAV. A significant portion of this difference could be attributed to
the fact that USO’s NAV is calculated based on the settlement price of Oil Futures
Contracts held by USO at 2:30 p.m. Eastern time 90 minutes before the determination of the
closing share price at 4:00 p.m. Eastern time and the closing share price may have taken
into account pricing of aftermarket transactions in Oil Futures Contracts of the type held
by USO before the determination of USO’s closing share price. However, USO’s
suspension of purchases of Creation Baskets in the midst of record volatility that occurred
in crude futures markets on April 20, 2020 and April 21, 2020, and record volume in USO share
transactions on the NYSE on the same days also contributed to the premium on April, 21, 2020.
In addition, investors should be aware that such premiums can be transitory. The high premium
that occurred in the Spring of 2020 was short-lived and fell almost immediately, notwithstanding
the suspension of sales of Creation Baskets. On April 22, 2020, the market price of USO shares
fell to a level of 8.66% above the per share NAV and from April 23, 2020, continued its decline
to 1.45% on May 1, 2020. For the period beginning May 1, 2020 and ending May 31, 2020 the
premium averaged 2.25%

and for the period from beginning
June 30, 2020 through December 31, 2020, the premium averaged -0.14%

. Any potential
impact to the market in shares of USO that could occur from the Authorized Participants’
inability to purchase new Creation Baskets would likely not extend beyond the time when additional
shares of USO would be registered and available for distribution.










44















*PAST
PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS






COMPOSITE
PE




RFORMANCE DATA FOR USO





Name of Pool: United
States Oil Fund, LP




Type of Pool: Public,
Exchange-Listed Commodity Pool




Inception of Trading:
April 10, 2006




Aggregate Subscriptions
(from inception through February 28, 2021): $ 78,617,088,580.00




Net Asset Value as of
February 28, 2021: $3,462,252,223.45




Net Asset Value per
Share as of February 28, 2021: $41.25




Worst Monthly Drawdown:
March 2020 (54.70)%




Worst Peak-to-Valley
Drawdown: June 2008 — April 2020 (97.92)%




Number of Shares (as
of February 28, 2021): 83,923,603
































































































































































































































































































































































































Rates of Return*


Month


2016



2017



2018



2019



2020



2021**


January



(12.34

)%



(3.33

)%



7.28

%



17.831

%



(15.258

)%



6.41

%

February



(6.93

)%



1.24

%



(4.32

)%



5.752

%



(13.573

)%



17.22

%

March



8.34

%



(7.33

)%



5.65

%



4.603

%



(54.701

)%





April



15.91

%



(3.20

)%



5.65

%



6.400

%



(44.517

)%





May



5.31

%



(2.92

)%



(2.02

)%



(16.32

)%



37.832

%





June



(2.77

)%



(5.11

)%



10.77

%



8.985

%



8.02

%





July



(15.31

)%



8.45

%



(4.86

)%



0.17

%



3.50

%





August



5.61

%



(6.13

)%



2.73

%



(5.68

)%



4.90

%





September



6.38

%



8.30

%



5.38

%



(1.57

)%



(6.34

)%





October



(3.81

)%



4.60

%



(10.54

)%



0.27

%



(11.02

)%





November



3.96

%



5.13

%



(22.11

)%



1.86

%



22.76

%





December



6.45

%



5.23

%



(11.04

)%



10.94

%



6.27

%





Annual Rate of Return



6.26

%



3.16

%



(20.61

)%



33.26

%



(67.65

)%



24.74

%


















*



The
monthly rate of return is calculated by dividing the ending NAV of a given month by the
ending NAV of the previous month, subtracting 1 and multiplying this number by 100 to
arrive at a percentage increase or decrease.











**



Through
February 28, 2021.




Draw-down:
Losses experienced over a specified period. Draw-down is measured on the basis of monthly returns only and does not reflect intra-month
figures.




Worst
Monthly Percentage Draw-down: The largest single month loss sustained during the most recent five calendar years and year-to-date.




Worst
Peak-to-Valley Draw-down: The largest percentage decline in the NAV per share over the history of USO. This need not be a continuous
decline, but can be a series of positive and negative returns where the negative returns are larger than the positive returns.
Worst Peak-to-Valley Draw-down represents the greatest cumulative percentage decline in month-end per share NAV is not equaled
or exceeded by a subsequent month-end per share NAV.










45















USO’s Op




erations






USCF and its Man




agement
and Traders





USCF
is a single member limited liability company that was formed in the state of Delaware on May 10, 2005. USCF maintains its main
business office at 1850 Mt. Diablo Boulevard, Suite 640, Walnut Creek, California 94596. USCF is a wholly-owned subsidiary of
Wainwright Holdings, Inc., a Delaware corporation (“Wainwright”), which is an intermediate holding company that owns
USCF and another advisor of exchange traded funds. Wainwright is a wholly owned subsidiary of Concierge Technologies, Inc. (publicly
traded under the ticker CNCG) (“Concierge”), a publicly traded holding company that owns various financial and non-financial
businesses. Mr. Nicholas Gerber (discussed below), along with certain family members and certain other shareholders, owns the
majority of the shares in Concierge. 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”). USCF
Advisers serves as the investment adviser for the USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund (“SDCI”),
a series of the USCF ETF Trust. USCF Advisers was also the investment adviser for the USCF Commodity Strategy Fund (the “Mutual
Fund”), a series of the USCF Mutual Funds Trust, until March 2019, when the Mutual Fund liquidated all of its assets and
distributed cash pro rata to all remaining shareholders. It was also the investment adviser for two series of the USCF ETF Trust
that liquidated all of their assets and distributed cash pro rata to all remaining shareholders: the USCF SummerHaven SHPEI Index
Fund (“BUY”), until October 2020, and the USCF SummerHaven SHPEN Index Fund (“BUYN”), until May 2020.
USCF ETF Trust and USCF Mutual Funds Trust are registered under the 1940 Act. The Board of Trustees for the USCF ETF Trust and
USCF Mutual Funds Trust consist 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 registered as a CPO with the CFTC on December 1, 2005 and as a swaps firm on August 8,
2013.




USCF
also serves as the general partner of the United States Natural Gas Fund, LP (“UNG”), the United States 12 Month Oil
Fund, LP (“USL”), the United States Gasoline Fund, LP (“UGA”), the United States 12 Month Natural Gas
Fund, LP (“UNL”) and the United States Brent Oil Fund, LP (“BNO”), the United States 12 Month Natural
Gas Fund, LP (“UNL”) and the United States Brent Oil Fund, LP (“BNO”).




USCF
is also the sponsor of the United States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”)
and the USCF Crescent Crypto Index Fund (“XBET”), each a series of the United States Commodity Index Funds Trust (“USCIFT”).
A registration statement that had been previously filed for XBET was withdrawn on June 25, 2020.




USO,
UNG, UGA, UNL, USL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”




The
Related Public Funds are subject to reporting requirements under the Securities Exchange Act of 1934, as amended (“Exchange
Act”) and, if registered under the 1940 Act, a Related Public Fund also must comply with the reporting requirements under
the 1940 Act. For more information about each of the Related Public Funds, investors in USO may call 1-800-920-0259 or visit www.uscfinvestments.com
or the SEC website at www.sec.gov.




USCF
is required to evaluate the credit risk of USO to the FCMs, oversee the purchase and sale of USO’s shares by certain authorized
purchasers (“Authorized Participants”), review daily positions and margin requirements of USO and manage USO’s
investments. USCF also pays the fees of ALPS Distributors, Inc. (“ALPS Distributors”), which serves as the marketing
agent for USO (the “Marketing Agent”), and The Bank of New York Mellon (“BNY Mellon”), which serves as the
administrator (the “Administrator”) and the custodian (the “Custodian”), and provides accounting and transfer
agent services for, USO since April 1, 2020. Brown Brothers Harriman & Co. (“BBH&Co.”) served as the administrator
and custodian for USO prior to BNY Mellon. Certain fund accounting and fund administration services rendered by BBH&Co. to
USO and the Related Public Funds terminated on May 31, 2020 to allow for the transition to BNY Mellon.




The
limited partners take no part in the management or control of, and have a minimal voice in USO’s operations or business. Limited
partners have no right to elect USCF as the general partner on an annual or any other continuing basis. If USCF voluntarily withdraws
as general partner, however, the holders of a majority of USO’s outstanding shares (excluding for purposes of such determination
shares owned, if any, by the withdrawing USCF 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 and 2/3 percent of USO’s outstanding
shares (excluding shares owned, if any, by USCF and its affiliates), subject to the satisfaction of certain conditions set forth
in the LP Agreement.










46














The
business and affairs of USCF are managed by the Board, which is comprised of the Management Directors, each of whom are also executive
officers and employees of USCF, 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 LLC Agreement. 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’s website at

www.uscfinvestments.com

.
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 “Audit Committee Finance
Expert” as such term is defined in Item 407(d)(5) of Regulation S-K.




USO
has no executive officers. Pursuant to the terms of the LP Agreement, USO’s affairs are managed by USCF.




The
following are individual Principals, as that term is defined in CFTC Rule 3.1, for USCF: John P. Love, Stuart P. Crumbaugh, Nicholas
D. Gerber, Melinda D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Scott Schoenberger, Gordon L. Ellis, Malcolm
R. Fobes III, Ray W. Allen, Kevin A. Baum, Carolyn M. Yu and Wainwright Holdings, Inc. The individuals who are Principals due
to their positions are John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson,
Gordon L. Ellis, Malcolm R. Fobes III, Ray W. Allen, Kevin A. Baum and Carolyn M. Yu. In addition, Wainwright is a Principal because
it is the sole member of USCF. None of the Principals owns or has any other beneficial interest in USO. Ray W. Allen and Kevin
Sheehan make trading and investment decisions for USO. Ray W. Allen, Andrew F Ngim and Kevin Sheehan execute trades on behalf
of USO. In addition, Nicholas D. Gerber, John P. Love, Robert L. Nguyen, Ray W. Allen, Kevin A. Baum, Kevin Sheehan, Kathryn Rooney,
Maya Lowry, and Ryan Katz are registered with the CFTC as Associated Persons of USCF and are NFA Associate Members. John P. Love,
Kevin A. Baum, Kevin Sheehan and Ray W. Allen are also registered with the CFTC as Swaps Associated Persons.






Ray
W. Allen


, 64, Portfolio Manager of USCF since January 2008. Mr. Allen was the portfolio manager of: (1) UGA
from February 2008 until March 2010, and then portfolio manager since May 2015, (2) UHN from April 2008
until March 2010, and then portfolio manager since May 2015, (3) UNL from November 2009 until March 2010,
and then portfolio manager since May 2015. In addition, he has been the portfolio manager of: (1) DNO since September 2009,
(2) USO and USL since March 2010, (3) BNO since June 2010, (4) UNG since May 2015, (4) USOU
and USOD from July 2017 to December 2019 , and (5) the USCF Commodity Strategy Fund, a series of USCF Mutual Funds Trust,
from October 2017 to March 2019. Mr. Allen also has served as the portfolio manager of the USCF SummerHaven Dynamic
Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, since May 2018. Mr. Allen has been a principal of USCF
listed with the CFTC and NFA since March 2009 and has been registered as an associated person of USCF since July 2015
and from March 2008 to November 2012. Additionally, Mr. Allen has been approved as an NFA swaps associated person
of USCF since July 2015. As of February 2017, he also is an associated person and swap associated person of USCF Advisers,
LLC (“USCF Advisers”). USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment
Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Allen
earned a B.A. in Economics from the University of California at Berkeley and holds an NFA Series 3 registration.






Kevin
A. Baum


, 50, has served as the Chief Investment Officer of USCF since September 1, 2016 and as a Portfolio Manager of
USCF from March 2016 to April 2017. Prior to joining USCF, Mr. Baum temporarily retired from December 2015 to March 2016. Mr.
Baum served as the Vice President and Senior Portfolio Manager for Invesco, an investment manager that manages a family of exchange-traded
funds, from October 2014 through December 2015. Mr. Baum was temporarily retired from May 2012 through September 2014. From May
1993 to April 2012, Mr. Baum worked as the Senior Portfolio Manager, Head of Commodities for OppenheimerFunds, Inc., a global
asset manager. Mr. Baum has been approved as an NFA principal, associated person of USCF since April 2016, as well as a swap associated
person of USCF from April 2016 through March 2020 and since November 2020, and, as of January 2017, a branch manager of USCF.
As of February 2017, he also is an associated person and branch manager of USCF Advisers. USCF Advisers, an affiliate of USCF,
is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity
pool operator, NFA member and swap firm. Mr. Baum is a CFA Charterholder, CAIA Charterholder, earned a B.B.A. in Finance from
Texas Tech University and holds an NFA Series 3 registration.










47
















Stuart
P. Crumbaugh


, 57, Chief Financial Officer, Secretary and Treasurer of USCF since May 2015 and also the Chief Financial
Officer of Concierge Technologies, Inc. (“Concierge”), the parent of Wainwright Holdings, Inc. (“Wainwright”)
since December 2017. He is also the Treasurer and a member of the Board of Directors of Marygold & Co., a subsidiary of Concierge,
since November 2019. In addition, Mr. Crumbaugh has served as a director of Wainwright, the parent and sole member of USCF, since
December 2016. Mr. Crumbaugh has been a principal of USCF listed with the CFTC and NFA since July 1, 2015 and, as of January 2017,
he is a principal of USCF Advisers. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment
Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Since June
2015, Mr. Crumbaugh has been the Treasurer and Secretary of USCF Advisers. He has served as a Management Trustee, Chief Financial
Officer and Treasurer of (1) USCF ETF Trust since May 2015 and (2) USCF Mutual Funds Trust since October 2016. Mr. Crumbaugh joined
USCF as the Assistant Chief Financial Officer on April 6, 2015. Prior to joining USCF, Mr. Crumbaugh was the Vice President Finance
and Chief Financial Officer of Sikka Software Corporation, a software service healthcare company providing optimization software
and data solutions from April 2014 to April 6, 2015. Mr. Crumbaugh served as a consultant providing technical accounting, IPO
readiness and M&A consulting services to various early stage companies with the Connor Group, a technical accounting consulting
firm, for the periods of January 2014 through March 2014; October 2012 through November 2012; and January 2011 through February
2011. From December 2012 through December 2013, Mr. Crumbaugh was Vice President, Corporate Controller and Treasurer of Auction.com,
LLC, a residential and commercial real estate online auction company. From March 2011 through September 2012, Mr. 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. Crumbaugh earned a B.A. in Accounting
and Business Administration from Michigan State University in 1987 and is a Certified Public Accountant – Michigan (inactive).






Nicholas
D. Gerber


, 58, Vice President since May 15, 2015 and Management Director since June 2005. Mr. Gerber served as President and
Chief Executive Officer of USCF from June 2005 through May 15, 2015 and Chairman of the Board of Directors of USCF from June 2005
through October 2019. Mr. Gerber co-founded USCF in 2005 and prior 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. Since
January 26, 2015, Mr. Gerber also has served as the Chief Executive Officer, President, and Chairman of the Board of Directors of
Concierge Technologies, Inc. (“Concierge”), which is a company publicly traded under the ticker symbol
“CNCG.” Concierge is the sole shareholder of Wainwright. He is also the CEO and a member of the Board of Directors of
Marygold & Co., a subsidiary of Concierge, since November 2019. Mr. Gerber also is the President and a director of Wainwright, a
position he has held since March of 2004. From August 1995 to January 2013, Mr. Gerber served as Portfolio Manager of Ameristock
Mutual Fund, Inc. On January 11, 2013, the Ameristock 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. Mr. Gerber also has served USCF Advisers on the Board of Managers from June 2013 to
present, as the President from June 2013 through June 18, 2015, and as Vice President from June 18, 2015 to present. USCF Advisers,
an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, since February 2017, is
registered as a commodity pool operator, NFA member and swap firm. He also has served as Chairman of the Boards of Trustees of USCF
ETF Trust since 2014 and USCF Mutual Funds Trust since October 2016, respectively, (USCF ETF Trust and together with USCF Mutual
Funds Trust are referred to as the “Trusts”) and each of the Trusts are investment companies registered under the
Investment Company Act of 1940, as amended. In addition, Mr. Gerber served as the President and Chief Executive Officer of USCF ETF
Trust from June 2014 until December 2015. Mr. Gerber has been a principal of USCF listed with the CFTC and NFA since November 2005,
an NFA associate member and associated person of USCF since December 2005 and a Branch Manager of USCF since May 2009. Additionally,
effective as of January 2017, he is a principal of USCF Advisers and, effective as of February 2017, he is an associated person and
branch manager of USCF Advisers. Mr. Gerber was previously a swap associated person of USCF Advisors from February 2017 through
March 2020. Mr. Gerber earned an MBA degree in finance from the University of San Francisco, a B.A. from Skidmore College and holds
an NFA Series 3 registration.










48
















John
P. Love,



49,

President and Chief Executive Officer of USCF since May 15, 2015, Management Director of USCF since
October 2016 and Chairman of the Board of Directors of USCF since October 2019. Mr. Love also is a director of Wainwright, a position
he has held since December 2016. Mr. Love previously served as a Senior Portfolio Manager for the Related Public Funds from March
2010 through May 15, 2015. Prior to that, while still at USCF, he was a Portfolio Manager beginning with the launch of USO in
April 2006. Mr. Love was the portfolio manager of USO from April 2006 until March 2010 and the portfolio manager for USL from
December 2007 until March 2010. Mr. Love has been the portfolio manager of UNG since April 2007, and the portfolio manager of
UGA, UHN, and UNL since March 2010. Mr. Love has served as on the Board of Managers of USCF Advisers since November 2016 and as
its President since June 18, 2015. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment
Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. He also
acted as co-portfolio manager of the Stock Split Index Fund, a series of the USCF ETF Trust for the period from September 2014
to December 2015, when he was promoted to the position of President and Chief Executive Officer of the USCF ETF Trust. Since October
2016 to present, he also has served as the President and Chief Executive of the USCF Mutual Funds Trust. Mr. Love has been a principal
of USCF listed with the CFTC and NFA since January 17, 2006. Mr. Love has been registered as an associated person of USCF since
February 2015 and from December 1, 2005 to April 16, 2009. Mr. Love has also been registered as a branch manager of USCF since
March 2016. Additionally, Mr. Love has been approved as an NFA swaps associated person since February 2015. Mr. Love is a principal
of USCF Advisers LLC as of January 2017. Additionally, effective as of February 2017, he is an associated person, swap associated
person, and branch manager of USCF Advisers. Mr. Love earned a B.A. from the University of Southern California, holds an NFA Series
3 and FINRA Series 7 registrations and is a CFA Charterholder.






Andrew
F Ngim


, 60, co-founded USCF in 2005 and has served as a Management Director since May 2005 and, since August 15, 2016,
has served as the Chief Operating Officer of USCF. Mr. Ngim has served as the portfolio manager for USCI and CPER since January
2013 and for the United States Agricultural Index Fund from January 2013 to September 2018. Mr. Ngim also served as USCF’s
Treasurer from June 2005 to February 2012. In addition, he has been on the Board of Managers and has served as the Assistant Secretary
and Assistant Treasurer of USCF Advisers since its inception in June 2013 and Chief Operating Officer of USCF Advisers since March
2021. Prior to and concurrent with his services to USCF and USCF Advisers, from January 1999 to January 2013, Mr. Ngim served
as a Managing Director for Ameristock Corporation, a California-based investment adviser, which he co-founded in March 1995, and
was Co-Portfolio Manager of Ameristock Mutual Fund, Inc. from January 2000 to January 2013. Mr. Ngim also served as portfolio
manager of (a) the following series of the USCF ETF Trust: (1) the Stock Split Index Fund from September 2014 to October 2017,
(2) the USCF Restaurant Leaders Fund from November 2016 to October 2017, (3) USCF SummerHaven SHPEI Index Fund from December 2017
to October 2020, (4) USCF SummerHaven SHPEN Index Fund from December 2017 to April 2020, and (b) a series of USCF Mutual Funds
Trust, the USCF Commodity Strategy Fund, from March 2017 to March 2019. Mr. Ngim also serves as the portfolio manager for the
USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund, a series of the USCF ETF Trust, from May 2018 to present. Mr. Ngim serves
as a Management Trustee of: (1) the USCF ETF Trust from August 2014 to the present and (2) the USCF Mutual Funds Trust from October
2016 to present. Mr. Ngim has been a principal of USCF listed with the CFTC and NFA since November 2005 and a principal of USCF
Advisers LLC since January 2017. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment
Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Mr. Ngim
earned his B.A. from the University of California at Berkeley.






Robert
L. Nguyen


, 61, Management Director and principal since July 2015. Mr. Nguyen served on the Board of Wainwright
from December 2014 to December 2016. Mr. Nguyen co-founded USCF in 2005 and served as a Management Director until
March 2012. Mr. Nguyen was an Investment Manager with Ribera Investment Management, an investment adviser registered
under the Investment Advisers Act of 1940, from January 2013 to March 2015. Prior to and concurrent with his services
to USCF, from January 2000 to January 2013, Mr. Nguyen served as a Managing Principal for Ameristock Corporation,
a California-based investment adviser registered under the Investment Advisers Act of 1940, which he co-founded in March 1995.
Mr. Nguyen was a principal of USCF listed with the CFTC and NFA from November 2005 through March 2012 and an associated
person of USCF listed with the CFTC and NFA from November 2007 through March 2012. Mr. Nguyen has been a principal
of USCF listed with the CFTC and NFA since July 2015 and an associated person of USCF listed with the CFTC and NFA since
December 2015. As of February 2017, he also is an associated person of USCF Advisers. USCF Advisers, an affiliate of
USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered
as a commodity pool operator, NFA member and swap firm. Mr. Nguyen earned his B.S. from California State University at Sacramento,
and holds NFA Series 3 and FINRA Series 7 registrations.










49
















Carolyn
M. Yu


, 62, Chief Compliance Officer of USCF since February 2013. In addition, she served USCF as the General Counsel
from May 2015 through April 2018 and the Assistant General Counsel from August 2011 through April 2015. Ms. Yu
also served as the General Counsel of Concierge, the parent of Wainwright from November 2017 through December 2018.
Ms. Yu has served as (1) Chief Compliance Officer of USCF Advisers and USCF ETF Trust since May 2015 and of USCF
Mutual Funds Trust since October 2016, (2) Chief AML Officer of USCF ETF Trust since May 2015 and of USCF Mutual
Funds Trust since October 2016, and (3) Chief Legal Officer of USCF Advisers and USCF ETF Trust from May 2015 through
April 2018 and of USCF Mutual Funds Trust from October 2016 through April 2018. Prior to May 2015, Ms. Yu
was the Assistant Chief Compliance Officer and AML Officer of the USCF ETF Trust. Since August 2013, in the case of USCF,
and January 2017, in the case of USCF Advisers LLC, Ms. Yu has been a principal listed with the CFTC and NFA. USCF Advisers
LLC, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017,
is registered as a commodity pool operator, NFA member and swap firm. Ms. Yu earned her JD from Golden Gate University School
of Law and a B.S. in business administration from San Francisco State University.






Gordon
L. Ellis


, 74, Independent Director of USCF since September 2005. Previously, Mr. Ellis was a founder of International
Absorbents, Inc., Director and Chairman since July 1985 and July 1988, respectively, and Chief Executive Officer
and President since November 1996. He also served as Chairman of Absorption Corp., a wholly-owned subsidiary of International
Absorbents, Inc., which is a leading developer and producer of environmentally friendly pet care and industrial products,
from May July 1985 until July 2010 when it was sold to Kinderhook Industries, a private investment banking firm
and remained as a director until March 2013 when Absorption Corp was sold again to J. Rettenmaier & Söhne Group,
a German manufacturing firm. Concurrent with that, he founded and has served as Chairman from November 2010 to present of
Lupaka Gold Corp., a firm that acquires, explores, and developed gold mining properties and is currently driving an arbitration
suit against the Republic of Peru. He serves as a director of Goldhaven Resources, a firm that acquires, exposures, and develops
copper mining properties in Chile, from August 2020 to present. Mr. Ellis has his Chartered Directors designation from The
Director’s College (a joint venture of McMaster University and The Conference Board of Canada). He has been a principal
of USCF listed with the CFTC and NFA since November 2005. Mr. Ellis is a professional engineer and earned an MBA in
international finance.






Malcolm
R. Fobes III


, 56, Independent Director of USCF and Chairman of USCF’s audit committee since September 2005.
He founded and is the Chairman and Chief Executive Officer of Berkshire Capital Holdings, Inc., a California-based investment
adviser registered under the Investment Advisers Act of 1940 that has been sponsoring and providing portfolio management services
to mutual funds since June 1997. Mr. Fobes serves as Chairman and President of The Berkshire Funds, a mutual fund investment
company registered under the Investment Company Act of 1940. Since 1997, Mr. Fobes has also served as portfolio manager of
the Berkshire Focus Fund, a mutual fund registered under the Investment Company Act of 1940, which concentrates its investments
in the electronic technology industry. He was also contributing editor of Start a Successful Mutual Fund: The Step-by-Step Reference
Guide to Make It Happen (JV Books, 1995). Mr. Fobes has been a principal of USCF listed with the CFTC and NFA since November 2005.
He earned a B.S. in finance with a minor in economics from San Jose State University in California.






Peter
M. Robinson


, 63, Independent Director of USCF since September 2005. Mr. Robinson has been a Research Fellow
since 1993 with the Hoover Institution, a public policy think tank located on the campus of Stanford University. He authored three
books and has been published in the New York Times, Red Herring, and Forbes ASAP and is the editor of Can Congress Be Fixed?:
Five Essays on Congressional Reform (Hoover Institution Press, 1995). Mr. Robinson has been a principal of USCF listed with
the CFTC and NFA since December 2005. He earned an MBA from the Stanford University Graduate School of Business, graduated
from Oxford University in 1982 after studying politics, philosophy, and economics and graduated summa cum laude from Dartmouth
College in 1979.





USO’s Service Pr




oviders






Custodian, Registrar, Transfer
Agent, and Administrator





In
its capacity as the Custodian for USO, The Bank of New York Mellon (“BNY Mellon” or the “Custodian”) holds
USO’s Treasuries, cash and/or cash equivalents pursuant to a custody agreement. BNY Mellon is also the registrar and transfer
agent for the shares. In addition, in its capacity as Administrator for USO, BNY Mellon performs certain administrative and accounting
services for USO and prepares certain SEC, NFA and CFTC reports on behalf of USO.




As
compensation for the services that BNY Mellon provides to USO in the foregoing capacities, and the services BNY Mellon provides
to the Related Public Funds, BNY Mellon receives certain out of pocket costs, transaction fees, and asset based fees, which are
accrued daily and paid monthly by USCF.










50














BNY
Mellon is authorized to conduct a commercial banking business in accordance with the provisions of New York State Banking Law,
and is subject to regulation, supervision, and examination by the New York State Department of Financial Services and the Board
of Governors of the Federal Reserve System.





Marketing
Agent





USO
also employs ALPS Distributors, Inc. (“ALPS Distributors”) as the Marketing Agent, which is further discussed under
“What is the Plan of Distribution?” USCF pays the Marketing Agent an annual fee. In no event may the aggregate compensation
paid to the Marketing Agent and any affiliate of USCF for distribution-related services in connection with the offering of shares
exceed ten percent (10%) of the gross proceeds of the offering.




ALPS
Distributors’ principal business address is 1290 Broadway, Suite 1000, Denver, CO 80203. ALPS Distributors is a broker-dealer
registered with the SEC and is a member of FINRA and a member of the Securities Investor Protection Corporation.





Payments
to Certain Third Parties





USCF
or the Marketing Agent, or an affiliate of USCF or the Marketing Agent, may directly or indirectly make cash payments to certain
broker-dealers for participating in activities that are designed to make registered representatives and other professionals more
knowledgeable about exchange-traded funds and exchange-traded products, including USO and the Related Public Funds, or for other
activities, such as participation in marketing activities and presentations, educational training programs, conferences, the development
of technology platforms and reporting systems.










51














Additionally,
pursuant to written agreements, USCF may make payments, out of its own resources, to financial intermediaries in exchange for
providing services in connection with the sale or servicing of USO’s shares, including waiving commissions on the purchase
or sale of shares of participating exchange-traded products.




Payments
to a broker-dealer or intermediary may create potential conflicts of interest between the broker-dealer or intermediary and its
clients. The amounts described above, which may be significant, are paid by USCF and/or the Marketing Agent from their own resources
and not from the assets of USO or the Related Public Funds.





Futures
Commission Merchants






RBC
Capital Markets, LLC





On
October 8, 2013, USCF entered into a Futures and Cleared Derivatives Transactions Customer Account Agreement with RBC Capital
to serve as USO’s FCM. This agreement requires RBC Capital to provide services to USO, in connection with the purchase and
sale of Oil Futures Contracts and Other Oil-Related Investments that may be purchased or sold by or through RBC Capital for USO’s
account. Under the agreement, USO pays RBC Capital commissions for executing and clearing trades on behalf of USO.




RBC
Capital’s primary address is 3 World Financial Center, 200 Vesey St., New York, NY 10281. Effective October 10, 2013, RBC
Capital became the futures clearing broker for USO. RBC Capital is registered in the United States with FINRA as a broker-dealer
and with the CFTC as an FCM. RBC Capital is a member of various U.S. futures and securities exchanges.




RBC
Capital is a large broker dealer subject to many different complex legal and regulatory requirements. As a result, certain of
RBC Capital’s regulators may from time to time conduct investigations, initiate enforcement proceedings and/or enter into
settlements with RBC Capital with respect to issues raised in various investigations. RBC Capital complies fully with its regulators
in all investigations being conducted and in all settlements it reaches. In addition, RBC Capital is and has been subject to a
variety of civil legal claims in various jurisdictions, a variety of settlement agreements and a variety of orders, awards and
judgments made against it by courts and tribunals, both in regard to such claims and investigations. RBC Capital complies fully
with all settlements it reaches and all orders, awards and judgments made against it.




RBC
Capital has been named as a defendant in various legal actions, including arbitrations, class actions and other litigation including
those described below, arising in connection with its activities. Certain of the actual or threatened legal actions include claims
for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. RBC Capital is also involved,
in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding
RBC Capital’s business, including among other matters, accounting and operational matters, certain of which may result in
adverse judgments, settlements, fines, penalties, injunctions or other relief.




RBC
Capital contests liability and/or the amount of damages as appropriate in each pending matter. In view of the inherent difficulty
of predicting the outcome of such matters, particularly in cases where claimants seek substantial or indeterminate damages or
where investigations and proceedings are in the early stages, RBC Capital cannot predict the loss or range of loss, if any, related
to such matters; how or if such matters will be resolved; when they will ultimately be resolved; or what the eventual settlement,
fine, penalty or other relief, if any, might be. Subject to the foregoing, RBC Capital believes, based on current knowledge and
after consultation with counsel, that the outcome of such pending matters will not have a material adverse effect on the consolidated
financial condition of RBC Capital.




On
April 27, 2017, pursuant to an offer of settlement, a Panel of the Chicago Board of Trade Business Conduct Committee (“Panel”)
found that RBC Capital engaged in EFRP transactions which failed to satisfy the Rules of the Chicago Board of Trade (“Chicago
Board of Trade”) in one or more ways. Specifically, the Panel found that RBC Capital traders entered into EFRP trades in
which RBC Capital accounts were on both sides of the transactions. While the purpose of the transactions was to transfer positions
between the RBC Capital accounts, the Panel found that the manner in which the trades occurred violated the Chicago Board of Trade’s
prohibition on wash trades. The Panel found that RBC Capital thereby violated CBOT Rules 534 and (legacy) 538.B. and C. In accordance
with the settlement offer, the Panel ordered RBC Capital to pay a $175,000 fine. On October 1, 2019, the CFTC issued an order
filing and settling charges against RBCCM for the above activity, as well as related charges. The order required that RBCCM cease
and desist from violating the applicable regulations, pay a $5 million civil monetary penalty, and comply with various conditions,
including conditions regarding public statements and future cooperation with the Commission.










52














On
June 18, 2015, in connection with the Municipalities Continuing Disclosure Cooperation initiative of the SEC, the SEC commenced
and settled an administrative proceeding against RBC Capital for willful violations of Sections 17(a)(2) of the 1933 Act after
the firm self-reported instances in which it conducted inadequate due diligence in certain municipal securities offerings and
as a result, failed to form a reasonable basis for believing the truthfulness of certain material representations in official
statements issued in connection with those offerings. RBC Capital paid a fine of $500,000.




RBC
Capital and certain affiliates were named as defendants in a lawsuit relating to their role in transactions involving investments
made by a number of Wisconsin school districts in certain collateralized debt obligations. These transactions were also the subject
of a regulatory investigation, which was resolved in 2011. RBC Capital reached a final settlement with all parties in the civil
litigation, and the civil action against RBC Capital was dismissed with prejudice on December 6, 2016.




Beginning
in 2015, putative class actions were brought against RBC Capital and/or Royal Bank of Canada in the U.S., Canada and Israel. These
actions were each brought against multiple foreign exchange dealers and allege, among other things, collusive behavior in foreign
exchange trading. Various regulators are also conducting inquiries regarding potential violations of law by a number of banks
and other entities, including RBC Capital, regarding foreign exchange trading. In August 2018, the U.S. District Court entered
a final order approving RBC Capital’s pending settlement with class plaintiffs. Certain institutional plaintiffs opted out
of participating in the settlement and have brought their own claims. In May 2020, the U.S. District Court dismissed RBC from
the opt-out action, but granted the plaintiffs’ motion to amend the complaint. The Canadian class actions and one other
U.S. action that is purportedly brought on behalf of different classes of plaintiffs, and an action filed in Israel, remain pending,
and the RBC Capital has reached a settlement for an immaterial amount with respect to an action brought by a class of indirect
purchasers. RBC Capital is awaiting the court’s final approval of the settlement. Based on the facts currently known, it
is not possible at this time for us to predict the ultimate outcome of these investigations or proceedings or the timing of their
resolution.




On
July 31, 2015, RBC Capital was added as a new defendant in a pending putative class action initially filed in November 2013 in
the United States District Court for the Southern District of New York. The action is brought against multiple foreign exchange
dealers and alleges collusive behavior, among other allegations, in foreign exchange trading. Based on the facts currently known,
the ultimate resolution of these collective matters is not expected to have a material adverse effect on RBC.




On
April 13, 2015, RBC Capital’s affiliate, Royal Bank of Canada Trust Company (Bahamas) Limited (“RBC Bahamas”),
was charged in France with complicity in tax fraud. RBC Bahamas believes that its actions did not violate French law and contested
the charge in the French court. The trial of this matter has concluded and a verdict was delivered on January 12, 2017, acquitting
the company and the other defendants and on June 29, 2018, the French appellate court affirmed the acquittals. The acquittals
are being appealed.




Various
regulators and competition and enforcement authorities around the world, including in Canada, the United Kingdom, and the U.S.,
are conducting investigations related to certain past submissions made by panel banks in connection with the setting of the U.S.
dollar London interbank offered rate (LIBOR). These investigations focus on allegations of collusion between the banks that were
on the panel to make submissions for certain LIBOR rates. Royal Bank of Canada, RBC Capital’s indirect parent, is a member
of certain LIBOR panels, including the U.S. dollar LIBOR panel, and has in the past been the subject of regulatory requests for
information. In addition, Royal Bank of Canada and other U.S. dollar panel banks have been named as defendants in private lawsuits
filed in the U.S. with respect to the setting of LIBOR including a number of class action lawsuits which have been consolidated
before the U.S. District Court for the Southern District of New York. The complaints in those private lawsuits assert claims against
us and other panel banks under various U.S. laws, including U.S. antitrust laws, the CEA, and state law. On February 28, 2018,
the motion by the plaintiffs in the class action lawsuits to have the class certified was denied in relation to Royal Bank of
Canada. As such, unless that ruling is reversed on appeal, Royal Bank of Canada is no longer a defendant in any pending class
action. Royal Bank of Canada is still a party to the various individual LIBOR actions.




In
addition to the LIBOR actions, in January 2019, a number of financial institutions, including RBC and the Company, were named
in a purported class action in New York alleging violations of the U.S. antitrust laws and common law principles of unjust enrichment
in the setting of LIBOR after the Intercontinental Exchange took over administration of the benchmark interest rate from the British
Bankers’ Association in 2014 (the ICE LIBOR action). On March 26, 2020 the defendants’ motion to dismiss the matter
was granted. On April 24, 2020, the Plaintiffs filed a notice of appeal. In August 2020, RBC settled an individual LIBOR action
brought by the City of Philadelphia. Based on the facts currently known, it is not possible at this time for us to predict the
ultimate outcome of these investigations or proceedings or the timing of their resolution.










53














Thornburg
Mortgage Inc. (“TMST”) and RBC Capital were parties to a master repurchase agreement executed in September 2003 whereby
TMST financed its purchase of residential mortgage-backed securities. Upon TMST’s default during the financial crisis, RBC
Capital valued TMST’s collateral at allegedly deflated prices. After TMST’s bankruptcy filing, TMST’s trustee
brought suit against RBC Capital in 2011 for breach of contract. In 2015, TMST was awarded more than $45 million in damages. RBC
Capital has appealed. The appeals court set a briefing schedule and simultaneously ordered the parties to participate in a mediation.
The parties subsequently reached an agreement to settle the matter; a motion to approve the settlement was filed with the bankruptcy
court on January 10, 2016 and granted on February 27, 2017.




On
October 14, 2014, the Delaware Court of Chancery (the “Court of Chancery”) in a class action brought by former shareholders
of Rural/Metro Corporation, held RBC Capital liable for aiding and abetting a breach of fiduciary duty by three Rural/Metro directors,
but did not make an additional award for attorney’s fees. A final judgment was entered on February 19, 2015 in the amount
of US$93 million plus post judgment interest. RBC Capital appealed the Court of Chancery’s determination of liability and
quantum of damages, and the plaintiffs cross-appealed the ruling on additional attorneys’ fees. On November 30, 2015, the
Delaware Supreme Court affirmed the Court of Chancery with respect to both the appeal and cross-appeal. RBC Capital is cooperating
with an investigation by the SEC relating to this matter. In particular, the SEC contended that RBC Capital caused materially
false and misleading information to be included in the proxy statement that Rural filed to solicit shareholder approval for the
sale in violation of section 14(A) of the Exchange Act and Rule 14A-9 thereunder. On August 31, 2016, RBC Capital was ordered
by the SEC to cease and desist and paid $500,000 in disgorgement, plus interest of $77,759 and a civil penalty of $2 million.




Please
see RBC Capital’s Form BD, which is available on the FINRA BrokerCheck program, for more details.




RBC
Capital will act only as clearing broker for USO and as such will be paid commissions for executing and clearing trades on behalf
of USO. RBC Capital has not passed upon the adequacy or accuracy of this disclosure document. RBC Capital will not act in any
supervisory capacity with respect to USCF or participate in the management of USCF or USO.




RBC
Capital is not affiliated with USO or USCF. Therefore, neither USCF nor USO believes that there are any conflicts of interest
with RBC Capital or its trading principals arising from its acting as USO’s FCM.





RCG
Division of Marex Spectron





On
May 28, 2020, USO entered into a Commodity Futures Customer Agreement with RCG to serve as a FCM for USO. This agreement requires
RCG to provide services to USO in connection with the purchase and sale of Oil Futures Contracts and other Oil-Related Investments
which may be purchased or sold by or through RCG for USO’s account. Under this agreement, USO pays RCG commissions for executing
and clearing trades on behalf of USO.




RCG’s
primary address is 360 Madison Avenue, 3rd Floor, New York, NY 10017. RCG is registered in the United States with FINRA as a broker-dealer
and with the CFTC as an FCM. RCG is a member of various U.S. futures and securities exchanges.




RCG
is a large broker dealer subject to many different complex legal and regulatory requirements. As a result, certain of RCG’s
regulators may from time to time conduct investigations, initiate enforcement proceedings and/or enter into settlements with RCG
with respect to issues raised in various investigations. RCG complies fully with its regulators in all investigations which may
be conducted and in all settlements it may reach. Other than as set forth below, as of the date hereof, RCG has no material litigation
to disclose as that term is defined under the CEA and the regulations promulgated thereunder.




On
September 23, 2020, without admitting or denying the CFTC’s findings or conclusions, RCG settled a CFTC administrative action
arising out of RCG’s failure to include regulatory capital deductions in its capital computation in connection with an agreement
to guarantee a revolving line of credit for an affiliated company. The CFTC alleged that from June 2015 until June 2019, MNA failed
to include a regulatory capital deduction in its capital computation equal to the amounts drawn under the credit facility by its
United Kingdom affiliate. In connection with the settlement, MNA paid a civil monetary penalty of $250,000.










54














RCG
will act only as clearing broker for USO and as such will be paid commissions for executing and clearing trades on behalf of USO.
RCG has not passed upon the adequacy or accuracy of this disclosure document. RCG will not act in any supervisory capacity with
respect to USCF or participate in the management of USCF or BNO.




RCG
is not affiliated with USO or USCF. Therefore, neither USCF nor USO believes that there are any conflicts of interest with RCG
or its trading principals arising from its acting as USO’s FCM.





E
D & F Man Capital Markets Inc.





On
June 5, 2020, USO entered into a Customer Agreement with MCM to serve as an FCM for USO. This agreement requires MCM to provide
services to USO in connection with the purchase and sale of Oil Futures Contracts and other Oil-Related Investments that may be
purchased or sold by or through MCM for USO’s account. Under this agreement, USO pays MCM commissions for executing and
clearing trades on behalf of USO.




MCM’s
primary address is 140 East 45th Street, 10th Floor, New York, NY 10017. MCM is registered in the United States with FINRA as
a broker-dealer and with the CFTC as an FCM. MCM is a member of various U.S. futures and securities exchanges.




MCM
is a large broker dealer subject to many different complex legal and regulatory requirements. As a result, certain of MCM’s
regulators may from time to time conduct investigations, initiate enforcement proceedings and/or enter into settlements with MCM
with respect to issues raised in various investigations. MCM complies fully with its regulators in all investigations which may
be conducted and in all settlements it may reach. Other than as indicated below, there have been no material civil, administrative,
or criminal proceedings pending, on appeal, or concluded against MCM or its principals in the past five (5) years:





United
States District Court for the Southern District of New York, Civil Action No. 19-CV-8217

. In a private litigation, plaintiffs
allege, among other things, that MCM made certain fraudulent misrepresentations to them that they relied upon in connection with
a futures account carried by MCM in its capacity as an FCM. The plaintiffs allege claims of common law fraud, negligence, breach
of fiduciary duty, breach of contract, breach of the duty of good faith and fair dealing and misrepresentation/omission.





JAMS
Arbitration

. In a JAMS Arbitration, claimants seek monetary damages relating to trading losses in claimants’ futures
trading accounts carried by MCM. Such accounts were traded pursuant to a power of attorney granted by the claimants to a registered
commodity trading advisor. The claimants seek compensatory damages, punitive damages, disgorgement of commissions and margin interest,
and forgiveness of margin debt plus interest, costs and attorneys’ fees.





FINRA
Arbitration

. In a FINRA arbitration, claimants seek monetary damages relating to trading losses in claimants’ equity
trading account carried by MCM. The account was a portfolio margin account and the claimants allege losses relating to the risk
parameters and margin applied to the account. The claimants seek compensatory damages plus interest, costs and attorneys’
fees




MCM
will act only as clearing broker for USO and as such will be paid commissions for executing and clearing trades on behalf of USO.
MCM has not passed upon the adequacy or accuracy of this disclosure document. MCM will not act in any supervisory capacity with
respect to USCF or participate in the management of USCF or USO.




MCM
is not affiliated with USO or USCF. Therefore, neither USCF nor USO believes that there are any conflicts of interest with MCM
or its trading principals arising from its acting as USO’s FCM.





Macquarie
Futures USA LLC





Effective
December 3, 2020, USO has engaged MFUSA to serve as an additional FCM. The Customer Agreement between USO and MFUSA requires MFUSA
to provide services to USO in connection with the purchase and sale of Oil Futures Contracts and Other Oil-Related Investments
that may be purchased or sold by or through MFUSA for USO’s account. Under this agreement, USO pays MFUSA commissions for
executing and clearing trades on behalf of USO.




MFUSA’s
primary address is 125 West 55

th

Street, New York, NY 10019. MFUSA is registered in the United States with the
CFTC as an FCM providing futures execution and clearing services covering futures exchanges globally. MFUSA is a member of various
U.S. futures and securities exchanges.










55














MFUSA
is a large broker dealer subject to many different complex legal and regulatory requirements. As a result, certain of MFUSA’s
regulators may from time to time conduct investigations, initiate enforcement proceedings and/or enter into settlements with MFUSA
with respect to issues raised in various investigations. MFUSA complies fully with its regulators in all investigations which
may be conducted and in all settlements it may reach. As of the date hereof, MFUSA has no material litigation to disclose as that
term is defined under the CEA and the regulations promulgated thereunder.




MFUSA
will act only as clearing broker for USO and as such will be paid commissions for executing and clearing trades on behalf of USO.
MFUSA has not passed upon the adequacy or accuracy of this disclosure document. MFUSA will not act in any supervisory capacity
with respect to USCF or participate in the management of USCF or USO.




MFUSA
is not affiliated with USO or USCF. Therefore, neither USCF nor USO believes that there are any conflicts of interest with MFUSA
or its trading principals arising from its acting as USO’s FCM.





Introducing
Broker





BTIG,
LLC, whose principal address is 600 Montgomery Street, Sixth Floor, San Francisco, CA, 94111, will act as an introducing broker
for USO’s futures trading. BTIG is registered with the U.S. Securities and Exchange Commission as a broker-dealer, with
the CFTC as an introducing broker, and is a member of FINRA and other regulatory agencies and exchanges. In the normal course
of its regulated business activities, BTIG receives examinations, subpoenas, and inquiries from the regulatory organizations that
oversee its various business activities. From March 2015 through March 2020, BTIG has not been involved in any material litigation.




BTIG
LLC is not affiliated with USO or USCF. Therefore, neither USCF nor USO believes that there will be any conflicts of interest
with BTIG, LLC or its trading principals arising from its acting as USO’s introducing broker.





Commodity
Trading Advisor





Currently,
USCF does not employ commodity trading advisors for the trading of USO contracts. USCF currently does, however, employ SummerHaven
Investment Management, LLC as a trading Advisor for USCI and CPER. If, in the future, USCF does employ commodity trading advisors
for USO, it will choose each advisor based on arm’s-length negotiations and will consider the advisor’s experience,
fees and reputation.





USO’s
Fees




and Expenses






This
table describes the fees and expenses that you may pay if you buy and hold shares of USO. You should note that you may pay brokerage
commissions on purchases and sales of USO’s shares, which are not reflected in the table. Authorized Participants will pay
applicable creation and redemption fees.

See

“Creation and Redemption of Shares—

Creation and Redemption
Transaction Fee

,” page 83.






Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

(1)


































Management Fees



0.45

%

Distribution Fees




None



Other Fund Expenses



0.38

%

Total Annual Fund Expenses



0.83

%


















(1)



Based
on amounts for the year ended December 31, 2020. The individual expense amounts in dollar
terms are shown in the table below. As used in this table, (i) Professional Expenses
include expenses for legal, audit, tax accounting and printing; and (ii) Independent
Director and Officer Expenses include amounts paid to independent directors and for officers’
liability insurance.





















































Management fees


$

15,388,313


Professional Expenses


$

2,694,975


Brokerage commissions


$

6,104,865


Licensing fees


$

512,944


Registration fees


$

3,203,939


Independent Directors and Officer Expenses


$

391,372











These
amounts are based on USO’s average total net assets, which are the sum of daily total net assets of USO’s divided
by the number of calendar days in the year. For the year ended December 31, 2020, USO’s average total net assets were $

3,419,675,764

.










56















Breakeven An




alysis





The
breakeven analysis below indicates the approximate dollar returns and percentage required for the redemption value of a hypothetical
initial investment in a single share to equal the amount invested twelve months after the investment was made. For purposes of
this breakeven analysis, an initial selling price of $41.25 per share, which equals the NAV per share at the close of trading
on February 28, 2021, is assumed. In order for a hypothetical investment in shares to break even over the next 12 months, assuming
a selling price of $41.25 per share, the investment would have to generate a 0.516% or $0.213 return, rounded to $0.21.




This
breakeven analysis refers to the redemption of baskets by Authorized Participants and is not related to any gains an individual
investor would have to achieve in order to break even. The breakeven analysis is an approximation only. As used in this table,
(i) Professional Expenses include expenses for legal, audit, tax accounting and printing; and (ii) Independent Director and Officer
Expenses include amounts paid to independent directors and for officers’ liability insurance.


















































































Assumed initial selling price per share

(1)




$

41.25



Management Fee (0.45%)

(2)




$

0.186



Creation Basket Fee (0.01%)

(3)




$

(0.004

)


Estimated Brokerage Fee (0.179%)

(4)




$

0.074



Interest Income (0.306%)

(5)




$

(0.126

)


Registration Fee (0.094%)

(6)




$

0.039



NYMEX Licensing Fee (0.015%)

(7)




$

0.006



Independent Directors’ and Officers’ Fees (0.011%)

(8)




$

0.005



Professional Expenses (0.079%)

(9)




$

0.033


Amount of trading income (loss) required for the redemption value at the end of


one year to equal the initial selling price of the share


$

0.213


Percentage of initial selling price per share



0.516

%


















(1)



In
order to show how a hypothetical investment in shares would break even over the next
12 months, this breakeven analysis uses an assumed initial selling price of $41.25 per
share, which is based on the NAV per share of USO at the close of trading on February
28, 2021. Investors should note that, because USO’s NAV changes on a daily basis,
the breakeven amount on any given day could be higher or lower than the amount reflected
here.











(2)



USO
is contractually obligated to pay USCF a management fee based on average daily net assets
and paid monthly of 0.45% per annum on its average daily net assets. Average daily net
assets are calculated daily by taking the average of the total net assets of USO over
the calendar year, i.e., the sum of daily total net assets divided by the number of calendar
days in the year. On days when markets are closed, the total net assets are the total
net assets from the last day when the market was open. See page 79 for a discussion of
net assets of USO.











(3)



Authorized
Participants are required to pay a Creation Basket fee of $1,000 for each order they
place to create one or more baskets. This breakeven analysis assumes a hypothetical investment
in a single share, which would equal the $1,000 Creation Basket fee divided by the total
number of outstanding shares plus the 100,000 shares created by the Creation Basket,
so the Creation Basket fee is $0.001.











(4)



This
amount is based on the actual brokerage fees for USO calculated on an annualized basis
and includes a per trade commission of $3.50.











(5)



Interest
earned on USO’s assets, including its Treasuries holdings.











(6)



USO
pays fees to the SEC and FINRA to register its shares for sale. This amount is based
on actual registration fees for USO calculated on an annualized basis. This fee may vary
in future years.











(7)



The
NYMEX Licensing Fee is 0.015% on aggregate net assets of the Related Public Funds (except
BNO, USCI, CPER). For more information see “USO’s Fees and Expenses.”











(8)



Independent
Director and Officer Expenses include amounts paid to independent directors and for officers’
liability insurance. The foregoing assumes that the assets of USO are aggregated with
those of the Related Public Funds, that the aggregate fees paid to the independent directors
for the year ended December 31, 2020 was $585,896, that the allocable portion of the
fees borne by USO equals $391,372, and that USO has $3,419,675,764 in assets, which was
the average amount of assets as of December 31, 2020.











(9)



Professional
Expenses include expenses for legal, audit, tax accounting and printing. USO estimates
the costs attributable to Professional Expenses for the year ended December 31, 2020
is $2,694,975. The number in the breakeven table assumes USO has $3,419,675,764 in average
total assets during the calendar year ended December 31, 2020.










57















Conflicts of Inte




rest





There
are present and potential future conflicts of interest in USO’s structure and operation you should consider before you purchase
shares. USCF will use this notice of conflicts as a defense against any claim or other proceeding made. If USCF is not able to
resolve these conflicts of interest adequately, it may impact USO’s and the Related Public Funds’ ability to achieve
their investment objectives.




USO
and USCF may have inherent conflicts to the extent USCF attempts to maintain USO’s asset size in order to preserve its fee
income and this may not always be consistent with USO’s objective of having the value of its share’s NAV track changes
in the price of the Benchmark Oil Futures Contract.




USCF’s
officers, directors and employees, do not devote their time exclusively to USO. These persons are directors, officers or employees
of other entities which may compete with USO for their services. They could have a conflict between their responsibilities to
USO and to those other entities.




USCF
has adopted policies that prohibit their principals, officers, directors and employees from trading futures and related contracts
in which either USO or any of the Related Public Funds invests. These policies are intended to prevent conflicts of interest occurring
where USCF, or their principals, officers, directors or employees could give preferential treatment to their own accounts or trade
their own accounts ahead of or against USO or any of the Related Public Funds.




USCF
has sole current authority to manage the investments and operations of USO, and this may allow it to act in a way that furthers
its own interests which may create a conflict with your best interests. Limited partners have limited voting control, which will
limit their ability to influence matters such as amendment of the LP Agreement, change in USO’s basic investment policy,
dissolution of USO, or the sale or distribution of USO’s assets.




USCF
serves as the general partner or sponsor to each of USO and the Related Public Funds. USCF may have a conflict to the extent that
its trading decisions for USO may be influenced by the effect they would have on the other funds it manages. By way of example,
if, as a result of reaching position limits imposed by the NYMEX, USO purchased oil futures contracts, this decision could impact
USO’s ability to purchase additional oil futures contracts if the number of contracts held by funds managed by USCF reached
the maximum allowed by the NYMEX. Similar situations could adversely affect the ability of any fund to track its benchmark futures
contract.




In
addition, USCF is required to indemnify the officers and directors of the other funds, if the need for indemnification arises.
This potential indemnification will cause USCF’s assets to decrease. If USCF’s other sources of income are not sufficient
to compensate for the indemnification, then USCF may terminate and you could lose your investment.




Whenever
a conflict of interest exists or arises between USCF on the one hand, and the partnership or any limited partner, on the other
hand, any resolution or course of action by USCF in respect of such conflict of interest shall be permitted and deemed approved
by all partners and shall not constitute a breach of the LP Agreement or of any agreement contemplated hereby or of a duty stated
or implied by law or equity, if the resolution or course of action is, or by operation of the LP Agreement is deemed to be, fair
and reasonable to the partnership. If a dispute arises, under the LP Agreement it will be resolved either through negotiations
with USCF or by courts located in the State of Delaware.




Under
the LP Agreement, any resolution is deemed to be fair and reasonable to the partnership if the resolution is:











·



approved
by the audit committee, although no party is obligated to seek approval and USCF 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.




The
previous risk factors and conflicts of interest are complete as of the date of this prospectus; however, additional risks and
conflicts may occur which are not presently foreseen by USCF. You may not construe this prospectus as legal or tax advice. Before
making an investment in this fund, you should read this entire prospectus, including the LP Agreement, which can be found on USO’s
website at

www.uscfinvestments.com

. You should also consult with your personal legal, tax, and other professional advisors.










58
















Interests
of Named Experts and Counsel






USCF
has employed Eversheds Sutherland (US) LLP to prepare this prospectus. Neither the law firm nor any other expert hired by USO
to give advice on the preparation of this offering document has been hired on a contingent fee basis. None of them have any present
or future expectation of interest in USCF, Marketing Agent, Authorized Participants, Custodian, Administrator or other service
providers to USO.





Ownership
or Benefic




ial Interest in USO





As
of February 28, 2021, no person owned more than five percent (5%) of the shares of USO. Also, as of such date, USCF and the principals
of USCF do not own any of the shares of USO.





USCF’s
Responsibilities and




Remedies





Pursuant
to the DRULPA (“Delaware Revised Uniform Limited Partnership Act”), parties may contractually modify or even eliminate
fiduciary duties in a limited partnership agreement to the limited partnership itself, or to another partner or person otherwise
bound by the limited partnership agreement. Parties may not, however, eliminate the implied covenant of good faith and fair dealing.
Where parties unambiguously provide for fiduciary duties in a limited partnership agreement, those expressed duties become the
standard that courts will use to determine whether such duties were breached. For this reason, USO’s limited partnership
agreement does not explicitly provide for any fiduciary duties so that common law fiduciary duty principles will apply to measure
USCF’s conduct.




A
prospective investor should be aware that USCF has a responsibility to limited partners of USO to exercise good faith and fairness
in all dealings. The fiduciary responsibility of a general partner to limited partners is a developing and changing area of the
law and limited partners who have questions concerning the duties of USCF should consult with their counsel. In the event that
a limited partner of USO believes that USCF has violated its fiduciary duty to the limited partners, he may seek legal relief
individually or on behalf of USO under applicable laws, including under DRULPA and under commodities laws, to recover damages
from or require an accounting by USCF. Limited partners may also have the right, subject to applicable procedural and jurisdictional
requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules
and regulations promulgated thereunder by the SEC. Limited partners who have suffered losses in connection with the purchase or
sale of the shares may be able to recover such losses from USCF where the losses result from a violation by USCF of the federal
securities laws. State securities laws may also provide certain remedies to limited partners. Limited partners should be aware
that performance by USCF of its fiduciary duty is measured by the terms of the LP Agreement as well as applicable law. Limited
partners are afforded certain rights to institute reparations proceedings under the CEA for violations of the CEA or of any rule,
regulation or order of the CFTC by USCF.





Liability
and Indemnifi




cation





Under
the LP Agreement, neither a general partner nor any employee or other agent of USO nor any officer, director, stockholder, partner,
employee or agent of a general partner (a “Protected Person”) shall be liable to any partner or USO for any mistake
of judgment or for any action or inaction taken, nor for any losses due to any mistake of judgment or to any action or inaction
or to the negligence, dishonesty or bad faith of any officer, director, stockholder, partner, employee, agent of USO or any officer,
director, stockholder, partner, employee or agent of such general partner, provided that such officer, director, stockholder,
partner, employee, or agent of the partner or officer, director, stockholder, partner, employee or agent of such general partner
was selected, engaged or retained by such general partner with reasonable care, except with respect to any matter as to which
such general partner shall have been finally adjudicated in any action, suit or other proceeding not to have acted in good faith
in the reasonable belief that such Protected Person’s action was in the best interests of USO and except that no Protected
Person shall be relieved of any liability to which such Protected Person would otherwise be subject by reason of willful misfeasance,
gross negligence or reckless disregard of the duties involved in the conduct of the Protected Person’s office.










59














USO
shall, to the fullest extent permitted by law, but only out of USO assets, indemnify and hold harmless a general partner and each
officer, director, stockholder, partner, employee or agent thereof (including persons who serve at USO’s request as directors,
officers or trustees of another organization in which USO has an interest as a shareholder, creditor or otherwise) and their respective
Legal Representatives and successors (hereinafter referred to as a “

Covered Person

”) against all liabilities
and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties,
and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or
other proceedings, whether civil or criminal, before any court or administrative or legislative


The above information was disclosed in a filing to the SEC. To see the filing, click here.

To receive a free e-mail notification whenever United States Oil Fund, LP makes a similar move, sign up!

Other recent filings from the company include the following:

United States Oil Fund, LP Just Filed Its Quarterly Report: Net Income (Loss) Pe... - May 6, 2022

Auto Refresh

Feedback