As filed with the Securities and Exchange Commission on April 16, 201011, 2013

Registration No. 333-162015333-187501

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Pre-Effective Amendment No. 4 1
to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

UNITED STATES BRENT OIL FUND,United States Brent Oil Fund, LP

(Exact Name of Registrant as Specified in Its Charter)

Delaware		6770		27-0925904
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

United States Commodity Funds LLC 1320 Harbor Bay Parkway,1999 Harrison Street, Suite 1451530 Alameda,Oakland, California 9450294612 510.522.9600		Nicholas D. Gerber 1320 Harbor Bay Parkway,1999 Harrison Street, Suite 1451530 Alameda,Oakland, California 9450294612 510.522.9600
(Address, Including Zip Code, and Telephone Number, Including Including Area Code, of Registrant’s Principal Executive Offices)		(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

James M. Cain, Esq.

W. Thomas Conner, Esq.
Sutherland Asbill & BrennanReed Smith LLP
1275 Pennsylvania Avenue,1301 K. Street, N.W.
Washington, DC 20004-241520005-3317
202.383.0100

202.414.9208

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Fileraccelerated filero		Accelerated Filerfilero
Non-Accelerated Filer	Non-accelerated filerx (Do not check if a smaller reporting company)		Smaller Reporting Companyreporting companyo

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered		Amount to Be Registered				Proposed Maximum Offering Price Per Unit(1)				Proposed Maximum Aggregate Offering Price(1)				Amount of Registration Fee
Units of United States Brent Oil Fund, LP			50,000,000 Units			$	50.00			$	2,500,000,000			$	139,500	(2)

Title of Each Class of Securities to Be Registered

Amount to Be Registered

Proposed Maximum Offering Price Per Unit

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee

Units of United States Brent Oil Fund, L.P.

*

*

*

*

(1)*

Estimated solely for the purpose of calculating the registration fee pursuantPursuant to Rule 457(d)416(a)(6) under the Securities Act of 1933.

(2)

Previously paid1933, the Registrant is carrying forward unsold securities previously registered in connection with the initial filingFile No. 333-162015. The Registrant previously registered 50,000,000 units in connection with File No. 333-162015, for which it paid $139,500 in registration fees. The amount of theunsold units remaining that is being applied to this registration statement on September 18, 2009.is 45,450,000.

The Registrantregistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statementRegistration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.File No. 333-187501

PRELIMINARY PROSPECTUS		SUBJECT TO COMPLETION

PROSPECTUS

United States Brent Oil Fund,Fund®, LP

50,000,00045,450,000 Units

United States Brent Oil Fund, LP, a Delaware limited partnership, is a commodity pool that will issueissues units that may be purchased and sold on the NYSE Arca.Arca, Inc. (“NYSE Arca”). United States Brent Oil Fund, LP is referred to as USBO throughout this document. The investment objective of USBO is for the daily changes in percentage terms of its units’ net asset value to reflect the daily changes in percentage terms of the spot price of Brent crude oil as measured by the daily changes in the price of the futures contract on Brent crude oil as traded on the ICE Futures Exchange that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case the futures contract will be the next month contract to expire, less USBO’s expenses. This

The units may be purchased from USBO only in one or more blocks of 50,000 units as described in “Creation and Redemption of Units.” A block of 50,000 units is called a best efforts offering.Basket. USBO will continuously offer creation baskets consisting of 100,000 units toissues and redeems Baskets called “creation baskets” or “redemption baskets”, as the case may be, from certain authorized purchasers through ALPS Distributors, Inc., whichas described in “Plan of Distribution.” The price of a creation basket or a redemption basket is offered and sold to an authorized purchaser at a price equal to the marketing agent. Merrill Lynch Professional Clearing Corp. is expected to benet asset value of 50,000 units on the initial authorized purchaser. Authorized purchasers will pay a transaction fee of $1,000 for eachday that the order to create onethe creation basket or more baskets. There are no arrangements to place funds in an escrow, trust, or similar account. This will be a continuous offering and will not terminate untilredeem the earlier of when all ofredemption basket is accepted by the registered units have been sold or three years following the effectiveness of this registration statement.marketing agent.

It is anticipated

Authorized purchasers that on the effective date (the date the Securities and Exchange Commission declares the registration statement relating to this prospectus effective), the initial authorized purchaser will, though it is under no obligation to do so, purchase one or more initial creation baskets of 100,000may offer and sell units at a price per unit of $50.00. It is expected that the proceeds from that purchase will be invested on that day and that USBO’s initial per unit net asset value will be established as of 4:00 p.m. New York City time that day. The units are expected to begin trading on the NYSE Arca under the ticker symbol “BNO” on the day following the effective date. Units offered in creationthese baskets on any day after the effective date will be offered at the per unit net asset value calculated shortly after the close of the core trading session on the NYSE Arca.

Authorized purchasers will be the only persons that may place orders to create and redeem baskets. An authorized purchaser is under no obligation to create or redeem baskets, and an authorized purchaser is under no obligation to offer to the public units of any baskets it does create. Authorized purchasers that do offer to the public units from the baskets they create will do so at per-unit offering prices that are expected to reflect, among other factors, the trading price of the units on the NYSE Arca, the net asset value of USBO at the time the authorized purchaser purchased the creation basket and the net asset value at the time of the offer of the units to the public, the supply of and demand for units at the time of sale,sale. The Securities and the liquidity of the crude oil futures contract marketExchange Commission (SEC) and its staff have advised that the market for other crude oil-related investments. The prices of units offered by authorized purchasers are expected to fall between USBO’s net asset value and the trading price of the units on the NYSE Arca at the time of sale. The difference between the price paid by authorized purchasers as underwriters and the price paid to such authorized purchasers by investors will be deemed underwriting compensation. Units initially comprisingThe Financial Industry Regulatory Authority (FINRA), the same basket but offered by authorized purchasers to the public at different times may have different offering prices. Units are expected to tradeself-regulatory organization regulating all securities firms in the secondary market on the NYSE Arca. Units may trade in the secondary market at pricesUnited States, and its staff have adivsed us that are lower or higher relativeany such difference is not considered underwriting compensation pursuant to their net asset value per unit. The amount of the discount or premium in the trading price relative to the net asset value per unit may be influenced by various factors, including the number of investors who seek to purchase or sell units in the secondary market and the liquidity of the crude oil futures contract market and the market for other crude oil-related investments.FINRA. Authorized purchasers will not be required to sellreceive from USBO or any specific numberof its affiliates, any fee or dollar amountother compensation in connection with the sale of units. USBO will continuously offer creation baskets consisting of 50,000 units to authorized purchasers through ALPS Distributors, Inc., which is the marketing agent. A list of USBO’s current authorized purchasers is available from the marketing agent. Authorized purchasers will pay a transaction fee of $350 through May 1, 2014 for each order they place to create or redeem one or more baskets; on May 2, 2014 and after, the transaction fee will be $1,000. The units are listed on the NYSE Arca under the symbol “BNO.”

USBO is not a mutual fund registered under the Investment Company Act of 1940 and is not subject to regulation under such Act.

Some of the risks of investing in USBO include:

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

If certain correlations do not exist, then investors may not be able to use USBO as a cost-effective way to invest indirectly in crude oil or as a hedge against the risk of loss in crude oil-related transactions.

USBO does not expect to make cash distributions.

USBO and its general partner may have conflicts of interest, which may permit them to favor their own interests to your detriment.

This is a best efforts offering; the marketing agent is not required to sell any specific number or dollar amount of units, but will use its best efforts to sell units. An authorized purchaser is under no obligation to purchase units. This is intended to be a continuous offering and is not expected to terminate until all of the registered units have been sold or three years from the date of the original prospectus, whichever is earlier, although the offering may be temporarily suspended if and when no suitable investments for USBO hasare available or practicable. In no operating history so there is no performance historyevent may the aggregate compensation paid to serve as a basisthe Marketing Agent and any affiliate of the General Partner for you to evaluate an investmentdistribution related services in USBO.

connection with this offering exceed ten percent (10%) of the gross proceeds of this offering.

Investing in USBO involves other significant risks. See “What Are the Risk Factors Involved with an Investment in USBO?” beginning on page 1210.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“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.

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

This prospectus is in two parts: a disclosure document and a statement of additional information. These parts are bound together, and both contain important information.

		Per Unit				Per Basket
Price of the units in the first basket(s) sold		$	50.00			$	5,000,000.00

		Per Unit				Per Basket
Price of the units*		$	81.49			$	4,074,500

*

Based on closing net asset value on March 22, 2013. The price may vary based on the net asset value on a particular day. No commissions or discounts are paid to authorized purchasers in connection with the sale of creation baskets. The General Partner pays certain fees to the ALPS Distributors, Inc. in its role as Marketing Agent of units of USBO. See “Fees of USBO” on page 66.

The date of this prospectus is [  ], 2010.May 1, 2013.

i

		Page
Prospectus SummaryPROSPECTUS SUMMARY			1
Overview of USBO			1
The UnitsPrincipal Offices of USBO and the General Partner			3
USBO’s Investments in Crude Oil Interests			4
Principal Investment Risks of an Investment in USBO			4
Principal Offices of USBO and the General Partner			63
Financial Condition of USBO			65
Defined Terms			65
Breakeven Analysis			76
The Offering			87
What Are the Risk Factors Involved with an Investment inWHAT ARE THE RISK FACTORS INVOLVED WITH AN INVESTMENT IN USBO?			1210
Risks Associated withWith Investing Directly or Indirectly in Crude Oil			1210
USBO’s Operating Risks			1814
Risk of Leverage and Volatility			2520
Over-the-Counter Contract Risk			2621
Risk of Trading in International Markets			2722
Tax Risk			2823
The OfferingTHE OFFERING			25
What is USBO?			25
Who is the General Partner?			25
Compensation to the General Partner and Other Compensation			29
Director Compensation			30
What Is USBO?Market Price of Units			30
Who Is the General Partner?Prior Performance of USBO			30
Contributions to the Limited Partner			35
Compensation and Fees to the General Partner			35
Prior Performance of the General Partner and AffiliatesRelated Public Funds			3534
Other Related Commodity Trading and Investment Management Experience			5247
How Does USBO Operate?			5248
What Is USBO’s Investment Strategy?			5556
What Areare Futures Contracts?			5657
What Isis the Crude Oil Market and the Petroleum-Based Fuel Market?			6061
Why Does USBO Purchase and Sell Futures Contracts?			6162
What Isis the Flow of Units?			6562
What Areare the Trading Policies of USBO?			6563
Who Areare the Service Providers?			6764
Fees of USBO			66
Form of Units			6966
Transfer of Units			6967
Withdrawal of Limited Partners			7168
What Isis the Plan of Distribution?			71
Calculating NAV			7369

ii

		Page
Calculating NAV			70
Creation and Redemption of Units			7471
Use of Proceeds			79
Management’s Discussion and Analysis of Financial Condition and Results of Operations			7975
Limited Partnership Agreement			82
Fees of USBO			8476
The General Partner Has Conflicts of Interest			8478
The General Partner’s ResponsibilityResponsibilities and Remedies			8580
Liability and Indemnification			8680
Provisions of Law			8781
Books and Records			8781
Analysis of Critical Accounting Policies			8782
Statements, Filings, and Reports			8782
Reports to Limited Partners			8882
Fiscal Year			8883
Governing Law; Consent to Delaware Jurisdiction			8983
Security Ownership of Principal Unitholders and Management			83
Legal Matters			8983
Experts			8983
Privacy Policy			8983
U.S. Federal Income Tax Considerations			8984
Backup Withholding			93
Other Tax Considerations			9793
Investment by ERISA Accounts			93
INFORMATION YOU SHOULD KNOW			96
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			96
WHERE YOU CAN FIND MORE INFORMATION			96
INCORPORATION BY REFERENCE OF CERTAIN INFORMATION			97
SUMMARY OF PROMOTIONAL AND SALES MATERIAL			97
INTELLECTUAL PROPERTY			98
Information You Should KnowAPPENDIX A			100A-1
Statement Regarding Forward-Looking Statements			100
Where You Can Find More Information			101
Summary of Promotional and Sales Material			101
Intellectual Property			101
Index to Financial Statements			F-1
Appendix A: Glossary of Defined Terms			A-1
Appendix B: United States Brent Oil Fund, LP Form of Amended and Restated Agreement of Limited PartnershipAPPENDIX B			B-1
StatementUnited States Brent Oil Fund, LP, Third Amended and Restated Agreement of Additional InformationLimited Partnership (Including Exhibits Thereto)			B-1
STATEMENT OF ADDITIONAL INFORMATION			SAI-1
The Commodity Interest Markets			SAI-3
Potential Advantages of Investment			SAI-12

Until[  ], 2010 (25 days after the date of this prospectus), all dealers effecting transactions in the offered units, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

This is only a summary of the prospectus and, while it contains material information about USBO and its units, it does not contain or summarize all of the information about USBO and the units contained in this prospectus that is material and/or which may be important to you. You should read this entire prospectus, including “What Are the Risk Factors Involved with an Investment in USBO?” beginning on page 1210, before making an investment decision about the units.

Overview of USBO

United States Brent Oil Fund, LP, a Delaware limited partnership (“USBO” or “Us” or “We”), is a commodity pool that will issueissues units that may be purchased and sold on the NYSE Arca. USBO was organized as a limited partnership under Delaware law on September 2, 2009 and is currently operating pursuant to the Amended and Restated Agreement of Limited Partnership dated      (the “LP Agreement”), as amended from time to time, which is included as Appendix B. It is expected that the initial limited partner of USBO will be Kellogg Capital Group, LLC. It is managed and controlled by its general partner, United States Commodity Funds LLC (formerly known as Victoria Bay Asset Management, LLC) (“General Partner”). The General Partner is a single member limited liability company formed in Delaware on May 10, 2005, that 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”). Prior to June 13, 2008, the General Partner’s name was Victoria Bay Asset Management, LLC. USBO will pay the General Partner a management fee of 0.75% of NAV on its average net assets.

The net assets of USBO will consist primarily of investments in futures contracts for crude oil, heating oil, gasoline, natural gas and other petroleum-based fuels that are traded on the ICE Futures Exchange, (formerly, the International Petroleum Exchange), New York Mercantile Exchange (the “NYMEX”), or other U.S. and foreign exchanges (collectively, “Futures Contracts”). USBO may also invest, and to a lesser extent, in order to comply with regulatory requirements or in view of market conditions, other crude oil-related investments such as cash-settled options on Futures Contracts, forward contracts for crude oil, cleared swap contracts and over-the-counter transactions that are based on the price of crude oil and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, “Other Crude Oil-Related Investments”). Market conditions that the General Partner currently anticipates could cause USBO to invest in Other Crude Oil-Related Investments include those allowing USBO to obtain greater liquidity or to execute transactions with more favorable pricing. For convenience and unless otherwise specified, Futures Contracts and Other Crude Oil-Related Investments collectively are referred to as “Crude Oil Interests” in this prospectus. The General Partner is authorized by USBO in its sole judgment to employ, establish the terms of employment for, and terminate commodity trading advisors or futures commission merchants.

USBO will invest in Crude 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 positions in Futures Contracts and Other Crude Oil-Related Investments. The primary focus of the General Partner will be investing in Futures Contracts and the management of investments in short-term obligations of the United States of two years or less (“Treasuries”), cash and/or cash equivalents for margining purposes and as collateral.

The investment objective of USBO is for the daily changes in percentage terms of its units’ net asset value (“NAV”) to reflect the daily changes in percentage terms of the spot price of Brent crude oil as measured by the daily changes in the price of the futures contract on Brent crude oil as traded on ICE Futures Exchange that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case the futures contract will be the next month contract to expire (the “Benchmark Futures Contract”), less USBO’s expenses. It is not the intent of USBO to be operated in a fashion such that its NAV will equal, in dollar terms, the dollar price of spot crude oil or any particular futures contract based on crude oil. It is not the intent of USBO to be operated in a fashion such that its NAV will reflect the percentage change of the price of any particular futures contract as measured over a time period greater than any day. The General Partner believes that it is not practical to manage the portfolio to achieve such an investment goal when investing in Futures Contracts and other Crude-Oil Related Investments. USBO may invest in interests other than the Benchmark Futures Contract to comply with accountability levels and position limits. For a detailed discussion of accountability levels and position limits, see “What are Futures Contracts?”

AsIn order for a specific benchmark,hypothetical investment in units to break even over the next 12 months, assuming a selling price of $86.06 per unit, the investment would have to generate a 0.92% return. For more information, see “— Breakeven Analysis.”

The General Partner will endeavorendeavors to place USBO’s trades in Futures Contracts and Other Crude Oil-Related-Investments and otherwise manage USBO’s investments so that “A” will be within plus/minus 10 percent of “B”, where:

An investment in the units is intended to allow both retail and institutional investors to easily gain exposure to the crude oilTABLE OF CONTENTS

The General Partner believes that market in a cost-effective manner. The units are also expected to provide additional means for diversifying an investor’s investments or hedging exposure toarbitrage opportunities cause daily changes in crude oil prices.

The Benchmark Futures Contract will be changed from the near month contract to the next month contract over a four-day period. Each month, the Benchmark Futures Contract will change starting at the end of the dayUSBO’s unit price on the date two weeks priorNYSE Arca to expiration ofclosely track daily changes in USBO’s NAV per unit. The General Partner further believes that the near month contract for that month. During the first three days of the period, the applicable valuedaily changes in prices of the Benchmark FuturesFuture Contract will be based on a combinationhave historically tracked the daily changes in the spot price of Brent crude oil. The General Partner believes that the near month contractnet effect of these two expected relationships and the next month contract as follows: (1) day 1 will consist of 75% of the then near month contract’s total return for the day, plus 25% of the total return for the day of the next month contract, (2) day 2 will consist of 50% of the then near month contract’s total return for the day, plus 50% of the total return for the day of the next month contract,relationships described above between USBO’s NAV and (3) day 3 will consist of 25% of the then near month contract’s total return for the day, plus 75% of the total return for the day of the next month contract. On day 4, the Benchmark Futures Contract will be the next month contract to expire at that time and that contract will remain the Benchmark Futures Contract until the beginning of following month’s changedaily changes in the Benchmark Futures Contract over a four-day period.

On each day during the four-day period, the General Partner anticipates it will “roll” USBO’s positions in oil investments by closing, or selling, a percentageprice of USBO’s positionsunits on NYSE Arca will closely track, in oil interests and reinvestingpercentage terms, the proceeds from closing those positions in new oil interests that reflect the changedaily changes in the Benchmark Futures Contract.

The anticipated dates that the monthly four-day roll period will commence for 2010 will be posted onspot price of Brent crude oil, less USBO’s website atwww.unitedstatesbrentoilfund.com, and are subject to change without notice.expenses.

The General Partner will employemploys a “neutral” investment strategy intended to track the changes in the price of the Benchmark Futures Contract regardless of whether the price goes up or goes down. USBO’s “neutral” investment strategy is designed to permit investors generally to purchase and sell USBO’s units for the purpose of taking positionsinvesting indirectly in Brent crude oil in a cost-effective manner, and/or to permit participants in the crude oil or other industries to hedge the risk of losses in their Brent crude oil-related transactions. Accordingly, depending on the investment objective of an individual investor, the risks generally associated with taking positionsinvesting in Brent crude oil and/or the risks involved in hedging may exist. In addition, an investment in USBO involves the risk that the changes in the price of USBO’s units will not accurately track the changes in the price of the Benchmark Futures Contract. For example, USBOContract, and that changes in the Benchmark Futures Contract will also investnot closely correlate with changes in Treasuries and hold cash and/or cash equivalents to be used to meet its current or potential margin or collateral requirements with respect to its positions inthe spot price of Brent crude oil. If the Benchmark Futures Contracts and Other Crude Oil-Related Investments. USBOContract does not expect there to be any meaningful correlation betweencorrelate with the performancespot price of USBO’s investments in Treasuries/cash/ cash equivalents and theBrent crude oil, this could cause changes in the price of crude oil. While the level of interest earned on or the market price of these investments may in some respect correlateUSBO’s units to changes in the price of crude oil, this correlation is not anticipated as part of USBO’s efforts to meet its objectives.

This and certain risk factors discussed in this prospectus may cause a lack of correlation between the changes in USBO’s NAV andsubstantially vary from the changes in the spot price of Brent crude oil. If this were to occur, then investors may not be able to effectively use USBO as a way to hedge against crude oil-related losses or as a way to indirectly invest in crude oil. In addition, the price relationship between the near month contract and the next month contract that compose the Benchmark Futures Contract will vary and may impact both the total return over time of USBO’s NAV, as well as the degree to which its total return tracks other crude oil price indices’ total returns.

The Benchmark Futures Contract is changed from the near month contract to the next month contract over a four-day period. Each month the Benchmark Futures Contract changes starting at the end of the day on the date two weeks prior to expiration of the near month contract for that month. The anticipated dates that the monthly four-day roll period will commence are posted on USBO’s website atwww.unitedstatesbrentoilfund.com, and are subject to change without notice. During the first three days of the period, the applicable value of the Benchmark Futures Contract is based on a combination of the near month contract and the next month contract as follows: (1) day 1 consists of 75% of the then near month contract’s price plus 25% of the price of the next month contract, divided by 75% of the near month contract’s prior day’s price plus 25% of the price of the next month contract, (2) day 2 consists of 50% of the then near month contract’s price plus 50% of the price of the next month contract, divided by 50% of the near month contract’s prior day’s price plus 50% of the price of the next month contract, and (3) day 3 consists of 25% of the then near month contract’s price plus 75% of the price of the next month contract, divided by 25% of the near month contract’s prior day’s price plus 75% of the price of the next month contract. On day 4, the Benchmark Futures Contract is the next month contract to expire at that time and that contract remains the Benchmark Futures Contract until the beginning of the following month’s change in the Benchmark Futures Contract over a four-day period. On each day during the four-day period, the General Partner anticipates it will “roll” USBO’s positions in Crude Oil Interests by closing, or selling, a percentage of USBO’s positions in Crude Oil Interests and reinvesting the proceeds from closing those positions in new Crude Oil Interests that reflect the change in the Benchmark Futures Contract.

USBO will create and redeemissues units only in blocks of 100,00050,000 units called Creation Baskets and redeems units only in blocks of 50,000 units called Redemption Baskets, respectively.Baskets. Only Authorized Purchasers may purchase or redeem Creation Baskets or Redemption Baskets.Baskets, respectively. An Authorized Purchaser is under no obligation to create or redeem baskets, and an Authorized Purchaser is under no obligation to offer to the public units of any baskets it does create. It is expected that baskets will beBaskets are generally created when there is sufficienta demand for units, thatincluding, but not limited to, when the market price per unit is at a premium to the NAV per unit. Authorized Purchasers will then sell such units, which will be listed on the NYSE Arca, to the public at per unit offering prices that are expected to reflect, among other factors, the trading price of the units on the NYSE Arca, the NAV of USBO at the time the Authorized Purchaser purchased the Creation BasketsBasket and the NAV at the time of the offer of

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the units to the public, the supply of and demand for units at the time of sale, and the liquidity of the Futures Contracts market and the market for Other Crude Oil-Related Investments. The prices of units offered by Authorized Purchasers are expected to

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For additional risks, see “What Areare the Risk Factors Involved with an Investment in USBO?”

Principal Offices of USBO and the General Partner

USBO’s principal office is located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502. The telephone number is 510.522.9600. The General Partner’s principal office is also located at 1320 Harbor Bay Parkway, Suite 145, Alameda, California 94502.

Financial Condition of USBO

USBO will not calculateUSBO’s NAV is calculated shortly after the NAV prior toclose of the effective date. The initial NAV will be determined as of 4:00 p.m. New York timecore trading session on the effective date.NYSE Arca.

Defined Terms

For a glossary of defined terms, see Appendix A.

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Breakeven Analysis

The breakeven analysis below indicates the approximate dollar returns and percentage required for the redemption value of a hypothetical $50.00 initial investment in a single unit to equal the amount invested twelve months after the investment was made. For purposes of this breakeven analysis, we have assumed an initial selling price per unit of $86.06, which equals the net asset value per unit on January 31, 2013. This breakeven analysis refers to the redemption of baskets by Authorized Purchasers 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.

Assumed initial selling price per unit		$	50.00			$	86.06
Management Fee (0.75%)(1)		$	0.38			$	0.65
Creation Basket Fee(2)		$	(0.01	)		$	(0.01	)
Estimated Brokerage Fee (0.14%)(3)		$	0.07
Interest Income (0.14%)(4)		$	(0.07	)
Independent Directors and Officers’ Fees(5)		$	0.01
Estimated Brokerage Fee (0.071%)(3)						$	0.06
Interest Income (0.07%)(4)						$	(0.07	)
Independent Directors’ and Officers’ Fees(5)						$	0.02
Fees and expenses associated with tax accounting and reporting(6)		$	0.25			$	0.14
Amount of trading income (loss) required for the redemption value at the end of one year to equal the initial selling price of the unit		$	0.63			$	0.79
Percentage of initial selling price per unit			1.26	%(7)			0.92	%

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THE OFFERING

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WHAT ARE THE RISK FACTORS INVOLVED WITH AN INVESTMENT IN USBO?

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, includingas well as information found in our periodic reports, which include USBO’s financial statements and the related notes.notes, that are incorporated by reference. See “Incorporation by Reference of Certain Information.”

Risks Associated withWith Investing Directly or Indirectly in Crude Oil

Investing in Crude Oil Interests subjects USBO to the risks of the crude oil industry and this could result in large fluctuations in the price of USBO’s units.

USBO is subject to the risks and hazards of the crude oil industry because it intends to investinvests in Crude Oil Interests. The risks and hazards that are inherent in the crude oil industry may cause the price of crude oil to widely fluctuate. If the changes in percentage terms of USBO’s units accurately track the percentage changes in thepercentage terms of the Benchmark Futures Contract or the spot price of Brent crude oil, then the price of its units may also fluctuate. The exploration and production of crude oil are uncertain processes with many risks. The cost of drilling, completing and operating wells for crude oil is often uncertain, and a number of factors can delay or prevent drilling operations or production of crude oil, including:

Crude oil transmission, distribution, gathering, and processing activities involve numerous risks that may affect the price of crude oil.

There are a variety of hazards inherent in crude oil transmission, distribution, gathering, and processing, such as leaks, explosions, pollution, release of toxic substances, adverse weather conditions (such as hurricanes and flooding), pipeline failure, abnormal pressures, uncontrollable flows of crude oil, scheduled and unscheduled maintenance, physical damage to the gathering or transportation system, and other hazards which could affect the price of crude oil. To the extent these hazards limit the supply or delivery of crude oil, crude oil prices will increase.

Changes in the political climate could have negative consequences for crude oil prices.

Tensions with Iran,Uprise in the world’s fourth largest oil exporter,Middle East, including civil war in Syria and uprise in Egypt could put oil exports in jeopardy. OtherAs global concerns include civil unrestmarkets continue to react to various crises and sabotage affectinguprises, such unrests in general could impact the flowproduction, supply and cost of oil from Nigeria, a large oil exporter. Meanwhile, friction continues between the governments of the United States and Venezuela, a major exporter of oil to the United States. Additionally, a series of production cuts by members of the Organization of Oil Exporting Countries (“OPEC”) followed by a refusal to subsequently increase oil production have tightened world oil markets.crude oil.

Fluctuations in the reserve capacity of crude oil could impact future prices.

In the past, a supply disruption in one area of the world was softened by the ability of major oil-producing nations such as Saudi Arabia to increase output to make up the difference. In recent years muchAt this time, some of that spare reserve capacity has been absorbed by increased demand. The current global economic downturn, however, has led to a decrease in the demand for oil that is expected to last through the end of 2009 and a corresponding increase in reserve capacities. According to the United States Government’s Energy Information Administration, global oil demand is expected to fall by almost 1.8 million barrels a day in 2009, compared with largely unchanged demand in 2008. Global demand for oil is expected to rise by 0.7 million barrels a

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However, daily changes in USBO’s per unit NAV may not correlate with the daily changes in the price of the Benchmark Futures Contract for several reasons as set forth below:

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If daily changes in USBO’s per unit NAV do not correlate with daily changes in the price of the Benchmark Futures Contract, then investing in USBO may not be an effective way to hedge against crude oil-related losses or indirectly invest in crude oil.

The Benchmark Futures Contract may not correlate with the spot price of Brent crude oil and this could cause the changes in the price of the units to substantially vary from the changes in the spot price of Brent crude oil. If this were to occur, then youinvestors may not be able to effectively use USBO as a way to hedge against crude oil-related losses or as a way to indirectly invest in crude oil. In addition, the price relationship between the near month contract and the next month contract that compose the Benchmark Futures Contract will vary and may impact both the total return over time of USBO’s per unit NAV, as well as the degree to which its total return tracks other crude oil price indices’ total returns.

When using the Benchmark Futures Contract as a strategy to track the spot price of Brent crude oil, at best the correlation between changes in prices of such Crude Oil Interests and the spot price of Brent crude oil can be only approximate. The degree of imperfection of correlation depends upon circumstances such as variations in the speculative Brent crude oil market, supply of and demand for such Crude Oil Interests and technical influences in futures trading. If there is a weak correlation between the Crude Oil Interests and the spot price of Brent crude oil, then even in situations where there is also tracking among the price of units, the per unit NAV of such units and Crude Oil Interests, the price of units may not accurately track the spot price movements of Brent crude oil and youinvestors may not be able to effectively use USBO as a way to hedge the risk of losses in your crudetheir oil-related transactions or as a way to indirectly invest in crude oil.

Backwardation and contango may increase USBO’s tracking error and/or negatively impact total return.

The design of USBO’s Benchmark 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 four 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 crude oil prices the value of the benchmark contract would tend to rise as it approaches expiration. As a result, the total return of the Benchmark Futures Contract would tend to track higher. 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 Futures Contract would tend to decline as it approaches expiration. As a result the total return of the Benchmark Futures Contract would tend to track lower. When compared to total return of other price indices, such as the spot price of crude oil, the impact of backwardation and contango may lead the total return of USBO’s per unit NAV to vary significantly. In the event of a prolonged period of contango, and absent the impact of rising or falling oil prices, this could have a significant negative impact on USBO’s per unit NAV and total return.

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

The value of Treasuries generally moves inversely with movements in interest rates. If USBO is required to sell Treasuries at a price lower than the price at which they were acquired, USBO will experience a loss.

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liquidate a position. Alternatively, limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits and daily price fluctuation limits, may contribute to a lack of liquidity with respect to some Crude Oil Interests.commodity interests.

Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, USBO has not and does not intend at this time to establish a credit facility, which would provide an additional source of liquidity butand instead will relyrelies only on the Treasuries, cash and/or cash equivalents that it holds. The anticipated large value of the positions in Futures Contracts that the General Partner will acquire or enter into for USBO increases the risk of illiquidity. The Other Crude Oil-Related Investments that USBO invests in, such as negotiated over-the-counter contracts, may have a greater likelihood of being illiquid since they are contracts between two parties that take into account not only market risk, but also the relative credit, tax, and settlement risks under such contracts. Such contracts also have limited transferability that results from such risks and from the contract’s express limitations.

Because both Futures Contracts and Other Crude Oil-Related Investments may be illiquid, USBO’s Crude Oil Interests may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.

If the nature of hedgers and speculators in futures markets has shifted such that crude oil purchasers are the predominant hedgers in the market, USBO might have to reinvest at higher futures prices or choose Other Crude Oil-Related Investments.

The changing nature of the hedgers and speculators in the crude oil market will influenceinfluences whether futures prices are above or below the expected future spot price. In order to induce speculators to take the corresponding long side of the same futures contract, crude oil producers must generally be willing to sell futures contracts at prices that are below expected future spot prices. Conversely, if the predominant hedgers in the futures market are the purchasers of the crude oil who purchase futures contracts to hedge against a rise in prices, then speculators will only take the short side of the futures contract if the futures price is greater than the expected future spot price of crude oil. This can have significant implications for USBO when it is time to reinvest the proceeds from a maturing Futures Contract into a new Futures Contract.

While USBO does not intend to maketake physical delivery of crude oil under its Futures Contracts, physical delivery under such contracts impacts the value of the contracts.

While it is not the current intention of USBO to maketake physical delivery of crude oil under any of its Futures Contracts, futures contracts are not required to be cash-settled and it is possible to take delivery under some of these contracts. Storage costs associated with purchasing crude oil could result in costs and other liabilities that could impact the value of Futures Contracts or Other Crude Oil-Related Investments. Storage costs include the time value of money invested in crude oil as a physical commodity plus the actual costs of storing the crude oil less any benefits from ownership of crude oil that are not obtained by the holder of a futures contract. In general, Futures Contracts have a one-month delay for contract delivery and the back month (the back month is any future delivery month other than the spot month) includes storage costs. To the extent that these storage costs change for crude oil while USBO holds Futures Contracts or Other Crude Oil-Related Investments, the value of the Futures Contracts or Other Crude Oil-Related Investments, and therefore USBO’s per unit NAV, may change as well.

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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 USBO is impossible to predict, but it could be substantial and adverse.

In the wake For a more detailed discussion of the economic crisis last year, the Administration, federal regulators and Congress are revisiting the regulation of the financial sector, including securities and commodities markets. These efforts are likelyregulations to result in significant changes in the regulation of these markets.

Currently, a number of proposals that would alter the regulation of Crude Oil Interests are being considered by federal regulators and Congress. These proposals include the imposition of fixed position limits on energy-based commodity futures contracts, extension of position and accountability limits to futures contract on non-U.S. exchanges previously exempt from such limits, and the forced use of clearinghouse mechanisms for all over-the-counter transactions. Certain proposals would aggregate and limit all positions in energy futures held by a single entity, whether such positions exist on U.S. futures exchange, non-U.S. futures exchanges, or in over-the-counter contracts. While it cannot be predicted at this time what reforms will eventually be made or how they will impact USBO, if any of the aforementioned proposals are implemented, USBO’s ability to meet its investment objective may be negatively impacted and investors could be adversely affected.

On January 26, 2010, the CFTC published a proposed rule that, if implemented, would set fixed position limits on certain energy Futures Contracts, including the NYMEX Light Sweet crude oil futures contract, NYMEX New York Harbor No. 2 heating oil futures contract, NYMEX RBOB gasoline futures contract and

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The General Partner has also filed registration statements to register units of United States Sugar Fund (“USSF”), United States Natural Gas Double Inverse Fund (“UNGD”), United States Gasoil Fund (“USGO”) and UAC, each a registration statement for one other exchange traded security fund, USCI.series of the United States Commodity Funds Trust I, and US Golden Currency Fund (“HARD”), a series of the United States Currency Funds Trust. Mr. Mah is also employed by Ameristock Corporation, a registered investment adviser that managesuntil January 11, 2013 managed a public mutual fund. On January 11, 2013, Ameristock Mutual Fund, Inc. merged with and into the Drexel Hamilton Centre American Equity Fund, a series of the Drexel Hamilton Mutual Funds. Drexel Hamilton Mutual Funds and its advisor, Drexel Hamilton Investment Partners, are not affiliated with Ameristock Corporation, the Ameristock Mutual Fund Inc., or the General Partner. After the consummation of the reorganization and liquidation, the Ameristock Corporation maintained its non-advisory assets. It is estimated that Mr. Mah will spend approximately 90%98% of his time on USBO and Related Public Fund matters. Mr. Hyland will spend approximately 85%100% of his time on USBO and Related Public Fund matters. To the extent that the General Partner establishes additional funds, even greater demands will be placed on Messrs. Mah and Hyland, as well as the other officers of the General Partner and its Board of Directors.Board.

Accountability levels, position limits, and daily price fluctuation limits set by the exchanges have the potential to cause a tracking error, which could cause the price of units to substantially vary from the price of the Benchmark Futures Contract and prevent youinvestors from being able to effectively use USBO as a way to hedge against crude oil-related losses or as a way to indirectly invest in crude oil.

The Benchmark Futures Contract is currently traded on the ICE Futures Exchange without specific accountability levels or position limits. However, the ICE Futures Exchange’s daily position management regime requires that any position greater than 500 contracts in the nearest two months to expire must be

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All of these limits may potentially cause a tracking error between the price of the units and the price of the Benchmark Futures Contract. This may in turn prevent youinvestors from being able to effectively use USBO as a way to hedge against crude oil-related losses or as a way to indirectly invest in crude oil.

USBO ishas not limitinglimited the size of theits offering and is committed to utilizing substantially all of its proceeds to purchase Futures Contracts and Other Crude Oil-Related Investments. If USBO is required to limit or reduce the size of its positions in Brent crude oil contracts on the NYMEX or ICE Futures, Exchange, it may then, if permitted under applicable regulatory requirements, purchase Futures Contracts on the NYMEX or other

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Unitholders may only vote on the removal of the General Partner and limited partners have only limited voting rights. Unitholders and limited partners will not participate in the management of USBO and do not control the General Partner so they will not have influence over basic matters that affect USBO. In addition, USBO 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.

Limited partners will have limited voting rights with respect to USBO’s affairs. Unitholders must apply to become limited partners, and unitholders that have not applied to become limited partners have no voting rights, other than to remove the General Partner. Limited partners will have limited voting rights with respect to USBO’s affairs. UnitholdersPartner as the general partner of USBO. Even then, unitholders may remove the General Partner only if 66 2/3% of the unitholders elect to do so. Unitholders and limited partners will not be permitted to participate in the management or control of USBO or the conduct of its business. Unitholders and limited partners must therefore rely upon the duties and judgment of the General Partner to manage USBO’s affairs.

USBO may terminate at any time, regardless of whether USBO has incurred losses, subject to the terms of the LP Agreement. In particular, unforeseen circumstances, including the death, adjudication of incompetence, bankruptcy, dissolution, or removal of the General Partner as the general partner of USBO could cause USBO 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 the General Partner to terminate USBO. USBO’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.

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

Increases in assets under management may affect trading decisions. In general, the General Partner does not intend to limit the amount of assets of USBO that it may manage. The more assets the General Partner manages, the more difficult it may be for it to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance and of managing risk associated with larger positions.

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

USBO may terminate at any time, regardless of whether USBO has incurred losses, subject to the terms of the LP Agreement. In particular, unforeseen circumstances, including the death, adjudication of incompetence, bankruptcy, dissolution, withdrawal, or removal of the General Partner could cause USBO to terminate unless a majority in 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 the General Partner to terminate USBO. USBO’s termination would cause the liquidation and potential loss of your investment. Termination could also negatively affect the overall maturity and timing of your investment portfolio.

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

Under Delaware law, a limited partner might be held liable for ourUSBO’s obligations as if it were a General Partnergeneral 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.general partner.

A limited partner will not be liable for assessments in addition to its initial capital investment in any of ourUSBO’s capital securities representing limited partnership interests.units. However, a limited partner may be required to repay to usUSBO any amounts wrongfully returned or distributed to it under some circumstances. Under Delaware law, weUSBO may not make a distribution to limited partners if the distribution causes ourUSBO’s liabilities (other than liabilities to partners on account of their partnership interests and nonrecourse liabilities) to exceed the fair value of ourUSBO’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.

No transfer of any unit or interest therein may be made if such transfer would (a) violate the then applicable federal or state securities laws or rules and regulations of the SEC, any state securities commission, the CFTC or any other governmental authority with jurisdiction over such transfer, or (b) cause USBO to be taxable as a corporation or affect USBO’s existence or qualification as a limited partnership. In addition, investors may only become limited partners if they transfer their units to purchasers that meet certain conditions outlined in the LP Agreement, which provides that each record holder or limited partner or unitholder applying to become a limited partner (each a record holder) may be required by the General Partner to furnish certain information, including that holder’s nationality, citizenship or other related status. A transferee who is not a U.S. resident may not be eligible to become a record holder or a limited partner if its ownership would subject USBO to the risk of cancellation or forfeiture of any of its assets under any federal, state or local law or regulation. All purchasers of USBO’s units, who wish to become limited partners or record holders, and receive cash distributions, if any, or have certain other rights, must deliver an executed transfer application in which the purchaser or transferee must certify that, among other things, he, she or it agrees to be bound by USBO’s LP Agreement and is eligible to purchase USBO’s securities. Any transfer of units will not be recorded by the transfer agent or recognized by us unless a completed transfer application is delivered to the General Partner or the Administrator. A person purchasing USBO’s existing units, who does not execute a transfer application and certify that the purchaser is eligible to purchase those securities acquires no rights in those securities other than the right to resell those securities. Whether or not a transfer application is received or the consent of the General Partner obtained, our units will be securities and will be transferable according to the laws governing transfers of securities. See “Transfer of Units.”TABLE OF CONTENTS

USBO does not expect to make cash distributions.

The General PartnerUSBO has not previously made any cash distributions and intends to re-invest any realized gains in additional Crude Oil Interests rather than distributing cash to limited partners. 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, USBO generally does not expect to distribute cash to limited partners. YouAn investor should not invest in USBO if youit will need cash distributions from USBO to pay taxes on yourits share of income and gains of USBO, if any, or for any other reason. Although USBO 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 Crude 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.

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

USBO expects to paypays brokerage charges of approximately 0.14% (including futures commission merchant0.06% of average total net assets on an annualized basis through January 31, 2013 based on FCM fees of $4.00$3.50 per buy or sell), any licensing fees for the use of intellectual property, registration fees with the SEC, FINRA, or other regulatory agency in connection with offers and sales of the units subsequent to the initial offering of the units including the legal, printing, accounting and other expenses associated therewith. USBO also pays the fees and expenses, including directors and officers liability insurance, of the independent directors,sell, management fees of 0.75% of NAV on its average daily net assets, tax accounting and reporting costs, and over-the-counter spreads and extraordinary expenses (i.ee.g.,.,subsequent offering expenses, other expenses not in the ordinary course of business,

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

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

The financial markets are currently in a period of disruption and recession and USBO does not expect these conditions to improve in the near future.

Currently and throughout 2009,Since 2008, the financial markets have experienced very difficult conditions and volatility as well as significant adverse trends. The deteriorating conditions in these markets have resulted in a decrease in availability of corporate credit and liquidity and have led indirectly to the insolvency, closure or acquisition of a number of major financial institutions and have contributed to further consolidation within the financial services industry. In addition, the Administration and Congress have periodically been reaching impasses in passing a fiscal budget, which could create long-term concerns regarding the credit of the United States and interest earned, as well as the United States Government’s ability to pay its obligations to holders of Treasuries. If low interest rates on Treasuries continues or if USBO is not able to redeem its investments in Treasuries prior to maturity and the U.S. Government cannot pay its obligations, USBO would be negatively impacted. In addition, USBO might also be negatively impacted by its use of money market mutual funds to the extent those funds might themselves be using Treasuries. Although the financial markets saw signs of recovery beginning in late 2010 and 2011, economic growth in 2012 was slow and the financial markets are still fragile. A continued recession or a depressionpoor financial recovery could adversely affect the financial condition and results of operations of USBO’sUSOF’s service providers and Authorized Purchasers, which would impact the ability of the General Partner to achieve USBO’s investment objective.

The failure or bankruptcy of a clearing broker or USBO’s Custodian could result in a substantial loss of USBO’s assets the clearing brokerand could be subject to proceedings that impair USBO in its ability to execute USBO’s trades.

Under CFTC regulations, a clearing broker maintains customers’ assets in a bulk segregated account. If a clearing broker fails to do so, or even if the customers’ funds are segregated by the clearing broker but the clearing broker is unable to satisfy a substantial deficit in a customer account, itsthe clearing broker’s other

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

Third parties may utilize USBO’s intellectual property or technology, including the use of its business methods, trademarks and trading program software, without permission. The General Partner has a patent pending for USBO’s business method and it is registeringhas registered its trademarks. USBO does not currently have any proprietary software. However, if it obtains proprietary software in the future, then any unauthorized use of USBO’s proprietary software and other technology could also adversely affect its competitive advantage. USBO may not have difficultyadequate 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 the General Partner or claim that the General Partner has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, the General Partner 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 the General Partner is successful and regardless of the merits, may result in significant costs, divert its resources from USBO, or require it to change its proprietary software and other technology or enter into royalty or licensing agreements.

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

The General Partner anticipates usinguses mathematical formulas built into a generally available spreadsheet program to decide whether it should buy or sell Crude Oil Interests each day. Specifically, theThe General Partner anticipates usinguses the spreadsheet to make mathematical calculations and to monitor positions in Crude Oil Interests and Treasuries and correlations to the Benchmark Futures Contract. The General Partner must accurately process the spreadsheets’ outputs and execute the transactions called for by the formulas. In addition, USBO relies on the General Partner to properly operate and maintain its computer and communications systems. Execution of the formulas and operation of the systems are subject to human error. Any failure, inaccuracy or delay in implementing any of the formulas or systems and executing USBO’s transactions could impair its ability to achieve USBO’s investment objective. It could also result in decisions to undertake transactions based on inaccurate or incomplete information. This could cause substantial losses on transactions.

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“leverage” their assets by purchasing or selling futures contracts (or other commodity interests) with an aggregate value in excess of the commodity pool’s assets. While this leverage can increase the pool’s profits, relatively

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over-the-counter instruments presented entered into and settled on a bi-lateral basis. See “Regulation” on page 5 of the Statement of Additional Information for a discussion of how the over-the-counter market will be subject to much more extensive CFTC oversight and regulation after the implementation of the Dodd-Frank Act.

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

USBO also faces the risk of non-performance by the counterparties to the over-the-counter 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. A counterparty may not be able to meet its obligations to USBO, in which case USBO could suffer significant losses on these contracts.

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

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

Over-the-counter contracts may have terms that make them less marketable than Futures Contracts. Over-the-counter contracts are less marketable 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 diminish themake such contracts less liquid than standardized futures contracts traded on a commodities exchange and could adversely impact USBO’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 over-the-counter 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.

In general, valuing over-the-counter 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 over-the-counter 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 over-the-counter 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 over-the-counter derivatives transaction.

The Dodd-Frank Act requires the CFTC and SEC to establish “both initial and variation margin requirements on all swaps that are not cleared by a registered clearing organization” (i.e., uncleared swaps). In addition, the Dodd-Frank Act provides parties who post initial margin to a swap dealer or major swap participant with a statutory right to insist that such margin be held in a segregated account with an independent custodian. At this time, the CFTC has proposed a rule addressing this statutory right of certain market participants but has not yet implemented any final rules. On November 16, 2012, the Secretary of the Treasury issued a final determination that exempts both foreign exchange swaps and foreign exchange forwards from the definition of “swap” and, by extension, additional regulatory requirements (such as clearing and margin).

Risk of Trading in International Markets

Trading in international markets willcould expose USBO to credit and regulatory risk.

The General Partner expects to investUSBO invests primarily in Futures Contracts, a significant portion of which will beare traded on exchanges outside the United States, exchanges including the ICE Futures Exchange.Futures. Some non-U.S. markets present risks because they are not subject to the same degree of regulation as their U.S. counterparts. None of theThe CFTC, NFA orand the domestic exchanges have little, if any, domestic exchange regulatesregulatory authority over the activities of any foreign boards of trade or exchanges, including the execution, delivery and clearing of transactions, nor has theand have little, if any, power to compel enforcement of the rules of a foreign board of trade or exchange or of any applicable non-U.S. laws. However, the CFTC does have some oversight authority and the ability to impose certain self-regulatory and reporting requirements on non-U.S. futures exchanges trading U.S.-linked futures contracts and contracts with a significant price discovery function.

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Additonally,Similarly, the rights of market participants, such as USBO, in the event of the insolvency or bankruptcy of a non-U.S. market or broker are also likely to be more limited than in the case of U.S. markets or brokers. As a result, in these markets, USBO has less legal and regulatory protection than it does when it trades domestically.

In some of these non-U.S. markets, the performance on a contract is the responsibility of the counterparty and is not backed by an exchange or clearing corporation and therefore exposes USBO to credit risk. However, Futures Contracts traded on the ICE Futures, Exchange, including the Benchmark Futures Contract, are backed by the ICE Futures Exchange and may not expose USBO to the risks of some other non-U.S. exchanges or clearing corporations that do not have similar backing. Trading in non-U.S. markets also leaves USBO susceptible to fluctuationsswings in the value of the local currency against the U.S. dollar for contracts not traded in U.S. dollars.dollar. The Benchmark Futures Contract, however, is traded in U.S. dollars and does not expose USBO to the risk of currency fluctuations. 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.

International trading activities subject USBO to foreign exchange risk.

The price of any non-U.S. Futures Contract, option on any non-U.S. Futures Contract or non-U.S. Other Crude Oil Interest,commodity interest and, therefore, the potential profit and loss on such Crude Oil Interests,investment, may be affected by

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losses and credits in a manner that properly reflects unitholders’ economic gains and losses. These assumptions and conventions may not fully comply with all aspects of the Internal Revenue Code (“Code”(the “Code”) and applicable Treasury Regulations, however, and it is possible that the U.S. Internal Revenue Service or the IRS, will successfully challenge ourUSBO’s allocation methods and require usUSBO to reallocate items of income, gain, deduction, loss or credit in a manner that adversely affects you.investors. If this occurs, youinvestors may be required to file an amended tax return and to pay additional taxes plus deficiency interest.

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

USBO has received an opinion of counsel that, under current U.S. federal income tax laws, USBO 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 USBO’s annual gross income consists of “qualifying income” as defined in the Code, (ii) USBO is organized and operated in accordance with its governing agreements and applicable law and (iii) USBO does not elect to be taxed as a corporation for federal income tax purposes. Although the General Partner anticipates that USBO has satisfied and will continue to satisfy the “qualifying income” requirement for all of its taxable

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THE OFFERING

What Isis USBO?

USBO is a Delaware limited partnership organized on September 2, 2009. USBO maintains its main business office at 1320 Harbor Bay Parkway,1999 Harrison Street, Suite 145, Alameda,1530, Oakland, California 94502.94612. USBO is a commodity pool.pool that issues limited partnership interests (“units”) traded on the NYSE Arca, Inc. (the “NYSE Arca”). It operates pursuant to the terms of the LP Agreement, which grants full management control to the General Partner.

THIS POOL HAS NOT COMMENCED TRADING AND
DOES NOT HAVE ANY PERFORMANCE HISTORY.

USBO is a publicly traded limited partnership which seeks to have the daily changes in percentage terms of its units’ NAV track the daily changes in percentage terms of the spot price of Brent crude oil, as measured by the daily changes in the price of the futures contract for Brent crude oil traded on the ICE Futures Exchange, less USBO’s expenses. The General Partner does not intend to operate USBO in a fashion such that its per unit NAV will equal, in dollar terms, the spot price of Brent crude oil or any particular futures contract based on crude oil. It is not the intent of USBO to be operated in a fashion such that its NAV will reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day. USBO invests in a mixture of listed crude oil futures contracts, other non-listed crude oil related investments, Treasuries, cash and cash equivalents. USBO’s units began trading on the NYSE Arca on June 2, 2010. As of January 31, 2013, USBO had total net assets of $47,334,729 and had outstanding units of 5,500,000.

Who Isis the General Partner?

Our sole General Partner is United States Commodity Funds LLC, (formerly known as Victoria Bay Asset Management, LLC), a single member limited liability company that was formed in the state of Delaware on May 10, 2005. Prior to June 13, 2008, the General Partner was known as Victoria Bay Asset Management, LLC. It maintains its main business office at 1320 Harbor Bay Parkway,1999 Harrison Street, Suite 145, Alameda,1530, Oakland, California, 94502.94612. The General Partner is a wholly-owned subsidiary of Wainwright Holdings, Inc., a Delaware corporation (“Wainwright”). Mr. Nicholas Gerber (discussed below) controls Wainwright by virtue of his ownership of Wainwright’s shares. Wainwright is a holding company that previously owned an insurance company organized under Bermuda law, which has been liquidated, and a registered investment advisor firm named Ameristock Corporation, which has been distributed to the Wainwright shareholders. The General Partner is a member of the NFA and is registered with the CFTC as of December 1, 2005. The General Partner’s registration as a CPO with the NFA was approved on December 1, 2005.

The General PartnerSee “Composite Performance Data for USBO” on page 33. See also manages the Related Public Funds. USOF is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV track the changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the changes in the price of the futures contract on light, sweet crude oil traded on the NYMEX, less USOF’s expenses. USOF invests in a mixture of listed crude oil futures contracts, other non-listed oil related investments, Treasuries, cash and cash equivalents. USOF’s units began trading on April 10, 2006. As of February 28, 2010, USOF had total net assets of $1,854,622,764 and had outstanding units of 47.8 million. USOF employs an investment strategy in its operations that is similar to the investment strategy of USBO, except that its benchmark is the near month contract for light, sweet crude oil delivered to Cushing, Oklahoma on a long basis.

USNG is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV track the changes in percentage terms of the spot price of natural gas delivered at the Henry Hub, Louisiana, as measured by the changes in the price of the futures contract on natural gas traded on the NYMEX, less USNG’s expenses. USNG invests in a mixture of listed natural gas futures contracts, other non-listed natural gas related investments, Treasuries, cash and cash equivalents. USNG’s units began trading on April 18, 2007. As of February 28, 2010, USNG had total net assets of $3,594,443,718 and had outstanding units of 411.4 million. USNG employs an investment strategy in its operations that is similar to the investment strategy of USBO, except its benchmark is the near month contract for natural gas delivered at the Henry Hub, Louisiana.

US12OF is a publicly traded limited partnership which seeks to have the changes in percentage terms of its units’ NAV track the changes in percentage terms of the spot price of light, sweet crude oil delivered to Cushing, Oklahoma, as measured by the changes in the average of the prices of 12 futures contracts on light, sweet crude oil traded on the NYMEX, less US12OF’s expenses. US12OF invests in a mixture of listed crude oil futures contracts, other non-listed oil related investments, Treasuries, cash and cash equivalents. US12OF’s units began trading on December 6, 2007. As of February 28, 2010, US12OF had total net assets of $161,837,281 and had outstanding units of 4.1 million. US12OF employs an investment strategy in its operations that is similar to the investment strategy of USBO, except that its benchmark is the average of the prices of the near month contract to expire and the following eleven months contracts for light, sweet crude oil delivered to Cushing, Oklahoma.

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committee is governed by an audit committee charter that is posted on USBO’s website. The board of directors has determined that each member of the audit committee meetsGordon L. Ellis and Malcolm R. Fobes III meet the financial literacysophistication requirements of the NYSE Arca and the audit committee charter. The board of directors 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 Financial Expert” as such term is defined in Item 407(d)(5) of Regulation S-K.

Mr. Nicholas Gerber and Mr. Howard Mah also serve as executive officers of the General Partner. USBO has no executive officers. Its affairs are generally managed by the General Partner. The following individuals serve as Management Directors of the General Partner.

Nicholas Gerber has been the President and CEO of the General Partner since June 9, 2005 and a Management Director of the General Partner since May 10, 2005. He maintains his main business office at 1320 Harbor Bay Parkway,1999 Harrison Street, Suite 145, Alameda,1530, Oakland, California 94502. Mr. Gerber94612. He has acted as a portfolio manager for the Related Public Funds since April 2006 and USBO since September 2009. He isbeen listed with the CFTC as a Principal of the General Partner onsince November 29, 2005, as Branch Manager of the General Partner since May 15, 2009, and registered with the CFTC as an Associated Person of the General Partner on December 1, 2005. Currently, Mr. Gerber manages USBO and the Related Public Funds. He will also manage USCI. Mr. Gerber has also served as Vice President/Chief Investment Officer of Lyon’s Gate Reinsurance Company, Ltd., a company formed to reinsure workmen’s compensation insurance, sincefrom June of 2003.2003 to December 2009. Mr. Gerber has an extensive background in securities portfolio management and in developing investment funds that make use of indexing and futures contracts. He is also the founder of Ameristock Corporation, 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 March 1995. Since1940. From August 1995 to January 2013, Mr. Gerber has beenwas the portfolio manager of the Ameristock Mutual Fund, Inc. a mutual fund registered under the Investment Company Act of 1940, focused on large cap U.S. equities that, as of February 28, 2010,December 31, 2012, had $208,573,985$126,879,540 in assets. 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 the General Partner. He has also been a Trustee for the Ameristock ETF Trust since June 2006, and served as a portfolio manager for the Ameristock/Ryan 1 Year, 2 Year, 5 Year, 10 Year and 20 Year Treasury ETF from June 2007 to June 2008 when such funds were liquidated. In these roles, Mr. Gerber has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants, transfer agents, and distributors. Mr. Gerber has passed the Series 3 examination for associated persons. He holds an MBA in finance from the University of San Francisco and a BA from Skidmore College. Mr. Gerber is 4750 years old.

In concluding that Mr. Gerber should serve as Management Director of the General Partner, the General Partner considered his broad business experiences in the industry including: forming and managing investment companies and commodity pools, raising capital for such entities and founding and managing non-finance related companies.

Howard Mah has been a Management Director of the General Partner since May 10, 2005, Secretary of the General Partner since June 9, 2005, and Chief Financial Officer of the General Partner since May 23, 2006.2006 and Treasurer since February 23, 2012. He has been listed with the CFTC as a Principal of the General Partner since November 29, 2005. In these roles, Mr. Mah is currently involved in the management of USBO and the Related Public Funds and will be involved in the management of USCI.USSF, UNGD, USGO, UAC and HARD, if such funds commence operations. Mr. Mah also servesserved as the General Partner’s Chief Compliance Officer.

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Andrew F. Ngim has been a Management Director of the General Partner since May 10, 2005 and Treasurer of the General Partner sincefrom June 9, 2005.2005 to February 23, 2012. Mr. Ngim has acted as Portfolio Manager for USCI, CPER, USAG and USMI since January 31, 2013. He has been listed with the CFTC as a Principal of the General Partner since November 29, 2005. As Treasurer of the General Partner, Mr. Ngim is currently involved in the management of USBO and the Related Public Funds and will be involved in the management of USCI.USSF, UNGD, USGO, UAC and HARD, if such funds commence operations. He received a Bachelor of Arts from the University of California at Berkeley in 1983. Mr. Ngim has been Ameristock Corporation’s Managing Director sincefrom January 1999 to January 2013 and co-portfolio manager of Ameristock Corporation sinceMutual Fund Inc. from January 2000 to January 2013, when such fund was liquidated, Trustee of the Ameristock ETF Trust sincefrom February 2007 to June 2008, and served as a portfolio manager for the Ameristock/Ryan 1 Year, 2 Year, 5 Year, 10 Year and 20 Year Treasury ETF from June 2007 to June 2008 when such funds were liquidated. Mr. Ngim is 4852 years old.

Robert L. Nguyen has been aIn concluding that Mr. Ngim should serve as Management Director of the General Partner, since May 10, 2005. He has been listed with the CFTC as a Principal of the General Partner since November 29, 2005 and registered with the CFTC as an Associated Person on November 9, 2007. As a Management Director of the General Partner, Mr. Nguyen is currently involvedconsidered his broad career in the management of USBO and the Related Public Funds and will be involved in the management of USCI. He received a Bachelor of Science from California State University Sacramento in 1981. Mr. Nguyen has been the Managing Principal of Ameristock Corporation since January 2000. Mr. Nguyen is 49 years old.financial services industry.

The following individuals provide significant services to each of USBO but are employed by the General Partner.

John P. Love, CFA has acted as a Portfolio Manager since the launch of USOF in 2006 and is currently the Portfolio Operations Manager for USBOUSNG, UGA, USDHO and the Related Public Funds since January 2006 and, effectiveUS12NG. Effective March 1, 2010, isMr. Love became the Senior Portfolio Manager for USBO and the Related Public Funds. He is expected to be the Senior Portfolio Manager for USCI.USSF, UNGD, USGO and HARD, if such funds commence operations. Mr. Love is also employed by the General Partner. He has been listed with the CFTC as a Principal of the General Partner since January 17, 2006. Mr. Love also served as the operations manager of Ameristock Corporation from October 2002 to January 2007, where he was responsible for back office and marketing activities for the Ameristock Mutual Fund, Inc. and Ameristock Focused Value Fund and for the firm in general. Mr. Love holds a Series 7 and a Series 3 license and was registered with the CFTC as an Associated Person of the General Partner from December 1, 2005 through April 16, 2009. Mr. Love has passed the Level I Chartered Financial Analyst examination andreceived his CFA designation in 2012. He is currently a Level II candidate inmember of the CFA Program. He holdsInstitute (formerly AIMR) and the CFA Society of Los Angeles. Mr. Love is a BFA in cinema-television fromgraduate of the University of Southern California. Mr. Love is 3841 years old.

John T. Hyland, CFA acts as a Portfolio Manager is employed by the General Partner and has acted as the Chief Investment Officer for the General Partner.Related Public Funds since January 2008. Mr. Hyland has been Portfolio Manager for USBO, USOF, USNG, US12OF, UGA, USDHO, USSO, US12NG, USBO, USCI and CPER beginning in April 2006, April 2007, December 2007, February 2008, April 2008, September 2009, November 2009, June 2010, August 2010 and November 2011, respectively. He will also be the Chief Investment Officer for USSF, UNGD, USGO, UAC and HARD upon the commencement of such funds’ operations. Since December 1, 2005, Mr. Hyland has been registered with the CFTC as an Associated Person of the General Partner on December 1, 2005, and since January 17, 2006, he has been listed with the CFTC as a Principal of the General Partner since January 17, 2006. Mr. Hyland became the Portfolio Manager for USOF, USNG, US12OF, UGA, USHO, USSO and US12NG in April 2006, April 2007, December 2007, February 2008, March 2008, June 2008 and November 2009, respectively, and as Chief Investment Officer of the General Partner since January 2008, acts in such capacity on behalf of USBO and the Related Public Funds. He is also expected to become the Portfolio Manager for USCI.Partner. As part of his responsibilities for USBOthe General Partner and the Related Public Funds, Mr. Hyland handlesoversees the day-to-day trading, helps set investment policies and oversees USBOUSBo and the Related Public Funds’ activities with their futures commission brokers, custodian-administrator and marketing agent. Mr. Hyland has an extensive background in portfolio management and research with both equity and fixed income securities, as well as in the development of new types of complex investment funds. In July 2001, Mr. Hyland founded Towerhouse Capital Management, LLC, a firm that providesprovided portfolio management and new fund development expertise to non-U.S. institutional investors.investors through December 2009. Since January 2010, Towerhouse Capital Management has been inactive. Mr. Hyland has been, and remains,was a Principal for Towerhouse in charge of portfolio research and Portfolio Manager for Towerhouse.product development regarding U.S. and non-U.S. real estate related securities. Mr. Hyland received his Chartered Financial Analyst (“CFA”)CFA designation in 1994. Mr. Hyland is a member of the CFA Institute (formerly AIMR). and is a member and former president of the CFA Society of San Francisco. He is also a member of the National Association of

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Ray W. Allen acts as a Portfolio Operations Manager for UGA, USHO, USSOUSBO, USOF, US12OF and US12NG and is expected to be a Portfolio Operations Manager for USBO.USSO. He was hired by the General Partner in October 2007 and has been employed by the General Partner since January 14, 2008. He holds a Series 3 license and registered with the CFTC as an Associated Person of the General Partner onfrom March 25, 2008.2008 to November 1, 2012. He has been listed with the CFTC as a Principal of the General Partner since March 18, 2009. Mr. Allen’s responsibilities include daily trading and operations for USBO, USOF, US12OF and USSO. Mr. Allen also acted as a Portfolio Manager for UGA, USHO, USSOUSDHO and US12NG.US12NG until March 1, 2010. In addition, from February 2002 – Octo- berto October 2007, Mr. Allen was responsible for analyzing and evaluating the creditworthiness of client companies at Marble Bridge Funding Group Inc., in Walnut Creek, CA. Marble Bridge Funding Group Inc. is a commercial finance company providing capital to entrepreneurial companies. For the period from October 2007 to January 14, 2008, Mr. Allen was not employed by the General Partner and did not engage in any business-related activity. Mr. Allen received a BA in Economics from the University of California at Berkeley in 1980. Mr. Allen is 5356 years old.

Carolyn M. Yu has acted as Associate Counsel since August 2011 and Chief Compliance Officer for the General Partner since February 2013. Ms. Yu has been employed by the General Partner since August 2011 and pending listing with the CFTC as a Principal of the General Partner. Ms. Yu was previously employed by the State of Hawaii as Branch Chief for the Securities Enforcement Branch from February 2008 to August 2011. Ms. Yu holds a Juris Doctor from Golden Gate University School of Law and a Bachelor of Science in Business Administration from San Francisco State University. Ms. Yu is 54 years old.

The following individuals serve as independent directors of the General Partner.

Peter M. Robinson has been an Independent Directorindependent director of the General Partner since September 30, 2005 and, as such, serves on the board of directorsBoard of the General Partner, which acts on behalf of USBO and the Related Public Funds. He has been listed with the CFTC as a Principal of the General Partner since December 2005. Mr. Robinson has been employed as a Research Fellow writing about business and politics with the Hoover Institution since April 1993. The Hoover Institution is a public policy think tank located on the campus of Stanford University. Mr. Robinson graduated from Dartmouth College in 1979 and Oxford University in 1982. Mr. Robinson received an MBA from the Stanford University Graduate School of Business. Mr. Robinson has also written three books and has been published in theNew York Times, Red Herring,, andForbes ASAP and he is the editor ofCan Congress Be Fixed?: Five Essays on Congressional Reform (Hoover Institution Press, 1995). Mr. Robinson is 5255 years old.

In concluding that Mr. Robinson should serve as independent director of the General Partner, the General Partner considered his broad experience in the United States government, including his employment at the SEC, and his knowledge of and insight into public policy.

Gordon L. Ellis has been an Independent Directorindependent director of the General Partner since September 30, 2005 and, as such, serves on the board of directorsBoard of the General Partner, which acts on behalf of USBO and the Related Public Funds. He has been listed with the CFTC as a Principal of the General Partner since November 2005. Mr. Ellis has beenwas a founder and Chairman of International Absorbents, Inc., a holdingNYSE listed company and the parent company of Absorption Corp., since July 1988, President and Chief Executive Officer since November 1996 and a Class I Director of the company since July 1985. Mr. Ellis iswas also a director of Absorption Corp., International Absorbents, Inc.’s wholly-owned subsidiary which is engaged in developing, manufacturing and marketing a wide range of animal care and industrial absorbent products. International Absorbents and Absorption Corp were sold to a private investment banking firm in May 2010. Mr. Ellis iscontinues as a director/trusteedirector of the privatized firm. Mr. Ellis was chairman and a founder of Polymer Solutions, Inc., from April 1986 to February 2004, a former publicly-held company that sold all of its assets to a senior coatings manufacturer effective as of February 3, 2004 and is currently winding down its operations and liquidating following such sale.2004. Polymer Solutions previously developed and manufactured paints, coatings, stains and primers for wood furniture manufacturers. Mr. Ellis is founder and chairman of Lupaka Gold Corp. since November 2000, a Toronto Stock Exchange listed company developing a precious metal deposit in South America (from November 2000 to May 2010, Lupaka Gold Corp. was called Kcrok Enterprises Ltd.). Mr. Ellis has his Chartered Directors designation from The Director’s College (a joint venture of McMaster University and The Conference Board of Canada). Mr. Ellis is a professional engineer with an MBA in international finance. Mr. Ellis is 6366 years old.

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In concluding that Mr. Ellis should serve as independent director of the General Partner, the General Partner considered his experience serving as the Chairman and Chief Executive Officer of a former publicly-traded corporation as well as his experience as an entrepreneur.

Malcolm R. Fobes III has been an Independent Directorindependent director of the General Partner since September 30, 2005 and, as such, serves on the board of directorsBoard of the General Partner, which acts on behalf of USBO and the Related Public Funds. He has been listed with the CFTC as a Principal of the General Partner since November 2005. Mr. Fobes is the founder, 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. Since June 1997, Mr. Fobes has been the Chairman and President of The Berkshire Funds, a mutual fund investment company registered under the Investment Company Act of 1940. Mr. Fobes also serves 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. From April 2000 to July 2006, Mr. Fobes also served as co-portfolio manager of The Wireless Fund, a mutual fund registered under the Investment Company Act of 1940, which concentrates its investments in companies engaged in the development, production, or distribution of wireless-related products or services. In these roles, Mr. Fobes has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants, transfer

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Director Compensation

The following table sets forth compensation earned during the year ended December 31, 2012, by the directors of the General Partner. USBO’s portion of the aggregate fees paid to the directors for the year ended December 31, 2012 was $5,401.

Name		Fees Earned or Paid in Cash				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Change in Pension Value and Nonqualified Deferred Compensation Plan				All Other Compensation				Total
Management Directors
Nicholas Gerber		$	0				NA				NA				NA			$	0			$	0			$	0
Andrew F. Ngim		$	0				NA				NA				NA			$	0			$	0			$	0
Howard Mah		$	0				NA				NA				NA			$	0			$	0			$	0
Robert L. Nguyen(1)		$	0												NA
Independent Directors
Peter M. Robinson		$	101,000				NA				NA				NA			$	0			$				$	101,000
Gordon L. Ellis		$	101,000				NA				NA				NA			$	0			$				$	101,000
Malcolm R. Fobes III(2)		$	121,000				NA				NA				NA			$	0			$				$	121,000

Market Price of Units

USBO’s units commenced tradinghave traded on the NYSE Arca under the symbol “BNO” since June 2, 2010. The following table sets forth the range of reported high and low sale prices of the units as reported on November 25, 2008. NYSE Arca for the periods indicated below.

		High				Low
Fiscal year 2012
First quarter		$	88.58			$	76.68
Second quarter		$	88.16			$	63.45
Third quarter		$	84.41			$	68.99
Fourth quarter		$	83.56			$	76.91
Fiscal year 2011
First quarter		$	77.82			$	61.86
Second quarter		$	84.11			$	70.43
Third quarter		$	79.31			$	67.64
Fourth quarter		$	79.10			$	67.40

As of February 28, 2010December 31, 2012, USBO had 2,448 holders of units.

Prior Performance of USBO

The General Partner manages USBO, which is a commodity pool that issues units traded on the total amountNYSE Arca. The chart below shows, as of money raised by USNG from its authorized purchasers was $10,558,665,387;January 31, 2013, the number of Authorized Purchases, the total number of authorized purchasers of USNG was 15;baskets created and redeemed since inception and the number of baskets purchased by authorized purchasersoutstanding units for USBO.

		# of Authorized Purchases				Baskets Purchased				Baskets Redeemed				Outstanding Units
USBO			9				49				47				5,500,000

Since the commencement of USNG was 5,961; and the aggregate amount of units purchased was 596,100,000.

Since the offering of USNGUSBO units to the public on April 18, 2007June 2, 2010 to February 28, 2010,January 31, 2013, the simple average daily change in its benchmark futures contract was -0.189%0.097%, while the simple

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average daily change in the NAV of USNGUSBO over the same time period was -0.187.0.093%. The average daily difference was 0.002%(0.004)% (or 0.2(0.4) basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was 0.489%(0.883)%, meaning that over this time period USNG’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

US12OF’s units began trading on the American Stock Exchange on December 6, 2007 and are offered on a continuous basis. As a result of the acquisition of the American Stock Exchange by NYSE Euronext, US12OF’s units commenced trading on the NYSE Arca on November 25, 2008. As of February 28, 2010, the total amount of money raised by US12OF from its authorized purchasers was $225,180,194; the total number of authorized purchasers of US12OF was 7; the number of baskets purchased by authorized purchasers of US12OF was 75; and the aggregate amount of units purchased was 7,500,000.

Since the offering of US12OF units to the public on December 6, 2007 to February 28, 2010, the simple average daily change in its benchmark oil futures contracts was -0.006%, while the simple average daily change in the NAV of US12OF over the same time period was -0.005%. The average daily difference was 0.001% (or 0.1 basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the benchmark oil futures contracts, the average error in daily tracking by the NAV was -0.141%, meaning that over this time period US12OF’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

UGA’s units began trading on the American Stock Exchange on February 26, 2008 and are offered on a continuous basis. As a result of the acquisition of the American Stock Exchange by NYSE Euronext, UGA’s units commenced trading on the NYSE Arca on November 25, 2008. As of February 28, 2010, the total amount of money raised by UGA from its authorized purchasers was $129,739,781; the total number of authorized purchasers of UGA was 7; the number of baskets purchased by authorized purchasers of UGA was 43; and the aggregate amount of units purchased was 4,300,000.

Since the offering of UGA units to the public on February 26, 2008 to February 28, 2010, the simple average daily change in its benchmark futures contract was -0.010%, while the simple average daily change in the NAV of UGA over the same time period was -0.011%. The average daily difference was -0.001% (or 0.1 basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was -0.658%, meaning that over this time period UGA’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

USHO’s units began trading on the American Stock Exchange on April 9, 2008 and are offered on a continuous basis. As a result of the acquisition of the American Stock Exchange by NYSE Euronext, USHO’s units commenced trading on the NYSE Arca on November 25, 2008. As of February 28, 2010, the total amount of money raised by USHO from its authorized purchasers was $27,751,399; the total number of authorized purchasers of USHO was 7; the number of baskets purchased by authorized purchasers of USHO was 8; and the aggregate amount of units purchased was 800,000.

Since the offering of USHO units to the public on April 9, 2008 to February 28, 2010, the simple average daily change in its benchmark futures contract was -0.095%, while the simple average daily change in the NAV of USHO over the same time period was -0.095%. The average daily difference was 0%. As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was -0.700%, meaning that over this time period USHO’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

USSO’s units began trading on the NYSE Arca on September 18, 2009 and are offered on a continuous basis. As of February 28, 2010, the total amount of money raised by USSO from its authorized purchasers

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USBO:

COMPOSITE PERFORMANCE DATA FOR USOF
USBO

Name of Commodity Pool: United States Brent Oil Fund, LP

Type of Commodity Pool: Exchange traded security

Inception of Trading: June 2, 2010

Aggregate Subscriptions (from inception through January 31, 2013): $312,718,853

Total Net Assets as of January 31, 2013: $47,334,729

NAV per Unit as of January 31, 2013: $86.06

Worst Monthly Percentage Draw-down: May 2012 (14.59)%

Worst Peak-to-Valley Draw-down: Mar 12 – Jun 12 (19.62)%

Number of Unitholders (as of December 31, 2012): 2,448

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

		Rates of Return																				Rates of Return*
Month		2006				2007				2008				2009				2010				2010				2011				2012				2013
January							(6.55	)%			(3.98	)%			(14.60	)%			(8.78	)%			—				6.61	%			3.64	%			5.02	%
February							5.63	%			11.03	%			(6.55	)%			8.62	%			—				10.42	%			10.78	%
March							4.61	%			0.63	%			7.23	%							—				4.92	%			0.84	%
April			3.47%*				(4.26	)%			12.38	%			(2.38	)%							—				7.44	%			(2.36	)%
May			(2.91	)%			(4.91	)%			12.80	%			26.69	%							—				(7.17	)%			(14.59	)%
June			3.16	%			9.06	%			9.90	%			4.16	%							1.94%**				(3.40	)%			(3.61	)%
July			(0.50	)%			10.55	%			(11.72	)%			(2.30	)%							3.83				3.94	%			7.50	%
August			(6.97	)%			(4.93	)%			(6.75	)%			(1.98	)%							(4.84	)%			(1.55	)%			10.61	%
September			(11.71	)%			12.11	%			(12.97	)%			0.25	%							9.79	%			(9.85	)%			(1.55	)%
October			(8.46	)%			16.98	%			(31.57	)%			8.43	%							0.61	%			8.51	%			(2.67	)%
November			4.73	%			(4.82	)%			(20.65	)%			(0.51	)%							3.00	%			1.90	%			3.02	%
December			(5.21	)%			8.66	%			(22.16	)%			(0.03	)%							10.09	%			(2.65	)%			0.65	%
Annual Rate of Return			(23.03	)%			46.15	%			(54.75	)%			14.14	%			(0.92)%**				26.16	%			18.17	%			9.94	%			5.02%***

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continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March, the January-FebruaryJanuary – February drawdown would have ended as of the end of February at the $2 level.

USNG:

Experience

Prior Performance of the General Partner and Related Public Funds

The General Partner manages the Related Public Funds. Each of the Related Public Funds is a commodity pool that issues units traded on the NYSE Arca. The chart below shows, as of January 31, 2013, the number of Authorized Purchasers, the total number of baskets created and redeemed since inception and the number of outstanding units for each of the Related Public Funds.

		# of Authorized Purchasers				Baskets Purchased				Baskets Redeemed				Outstanding Units
USDHO			12				10				9				200,000
USOF			19				8,051				7,742				30,900,000
US12OF			10				168				147				2,800,000
USNG			17				12,409				8,279				58,666,476
UGA			13				91				97				1,000,000
US12NG			9				54				16				2,700,000
USSO			13				27				21				400,000
USCI			8				136				30				8,600,000
CPER			6				1				0				100,000
USAG			6				3				2				100,000
USMI			6				3				1				100,000

The ability of each of the Related Public Funds (other than USBO) to track its benchmark from inception to January 31, 2013 presented below.

Since the commencement of the offering of USDHO units to the public on April 9, 2008 to January 31, 2013, the simple average daily change in Raisingits Benchmark Futures Contract was (0.005)%, while the simple average daily change in the NAV of USDHO over the same time period was (0.007)%. The average daily difference was 0.002% (or 0.2 basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the Benchmark Futures Contract, the average error in daily tracking by the NAV (0.812)%, meaning that over this time period USDHO’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of USOF units to the public on April 10, 2006 to January 31, 2013, the simple average daily change in its benchmark oil futures contract was (0.012)%, while the simple average daily change in the NAV of USOF over the same time period was (0.010)%. The average daily difference was (0.002)% (or (0.2) 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 0.468%, meaning that over this time period USOF’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of US12OF units to the public on December 6, 2007 to January 31, 2013, the simple average daily change in the average price of its benchmark futures contracts was 0.011%, while the simple average daily change in the NAV of US12OF over the same time period was 0.010%. The average daily difference was (0.001)% (or (0.1) basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the average price of the benchmark futures contracts, the average error in daily tracking by the NAV was (0.596)%, meaning that over this time period US12OF’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of USNG units to the public on April 18, 2007 to January 31, 2013, the simple average daily change in its benchmark futures contract was (0.164)% while the simple average daily change in the NAV of USNG over the same time period was (0.165)%. The average daily difference was 0.001% (or 0.1 basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by

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the NAV was 0.364%, meaning that over this time period USNG’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of UGA units to the public on February 26, 2008 to January 31, 2013, the simple average daily change in its benchmark futures contract was 0.052%, while the simple average daily change in the NAV of UGA over the same time period was 0.050%. The average daily difference was (0.002)% (or (0.2) basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was (0.831)%, meaning that over this time period UGA’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of US12NG units to the public on November 18, 2009 to January 31, 2013, the simple average daily change in the average price of its benchmark futures contracts was (0.110)%, while the simple average daily change in the NAV of US12NG over the same time period was (0.114)%. The average daily difference was 0.004% (or 0.4 basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the average price of the benchmark futures contracts, the average error in daily tracking by the NAV was (0.569)%, meaning that over this time period US12NG’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of USSO units to the public on September 24, 2009 to January 31, 2013, the inverse of the simple average daily change in its benchmark futures contract was (0.019)%, while the simple average daily change in the NAV of USSO over the same time period was (0.023)%. The average daily difference was 0.004% (or 0.4 basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the inverse of the daily movement of the benchmark futures contract, the average error in daily tracking by the NAV was (1.134)%, meaning that over this time period USSO’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of USCI units to the public on August 10, 2010 to January 31, 2013, the simple average daily change in the Commodity Index was 0.039%, while the simple average daily change in the NAV of USCI over the same time period was 0.034%. The average daily difference was (0.005)% (or (0.5) basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the Commodity Index, the average error in daily tracking by the NAV was (2.900)%, meaning that over this time period USCI’s tracking error was within the plus or minus 10% range established as its benchmark tracking goal.

Since the commencement of the offering of CPER units to the public on November 15, 2011 to January 31, 2013, the simple average daily change in the Copper Index was 0.022%, while the simple average daily change in the NAV of CPER over the same time period was 0.027%. The average daily difference was (0.004)% (or (0.4) basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the Copper Index, the average error in daily tracking by the NAV was (2.015)%.

Since the commencement of the offering of USAG units to the public on April 13, 2012 to January 31, 2013, the simple average daily change in its index was 0.022%, while the simple average daily change in the NAV of USAG over the same time period was 0.017%. The average daily difference was (0.005)% or (0.5) basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the benchmark component futures contracts, the average error in daily tracking by the NAV was 7.643%.

Since the commencement of the offering of USMI units to the public on June 19, 2012 to January 31, 2013, the simple average daily change in its index was 0.064%, while the simple average daily change in the NAV of USMI over the same time period was 0.062%. The average daily difference was (0.002)% or (0.2) basis points, where 1 basis point equals  1/100 of 1%). As a percentage of the daily movement of the benchmark component futures contracts, the average error in daily tracking by the NAV was (1.638)%.

The table below shows the relationship between the trading prices of the units of each of the Related Public Funds and Investingthe daily NAV of such fund, since inception through January 31, 2013. The first row shows the average amount of the variation between the fund’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. The General Partner believes that

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maximum and minimum end of day premiums and discounts typically occur because trading in units continues on the NYSE Arca until 4:00 p.m. New York time while regular trading in the benchmark futures contract on the NYMEX ceases at 2:30 p.m. New York time and the value of the relevant benchmark futures contract, for purposes of determining its end of day NAV can be determined at that time. One known exception to this conclusion were the premiums on trading in USNG units that occurred between July 8, 2009 and September 28, 2009, when USNG suspended the issuance of Creation Baskets as a result of regulatory concerns relating to the size of USNG’s positions in the natural gas futures and cleared swap markets, and there was continued demand for such units and other similar natural gas futures linked investments in the market.

		USOF				USNG				US12OF				UGA				USDHO				US12NG				USCI				USSO				CPER				USAG				USMI
Average Difference		$	(0.00	)		$	0.39			$	(0.04	)		$	0.00			$	(0.01	)		$	0.01			$	0.05			$	0.00			$	(0.05	)		$	0.05			$	0.09
Max Premium %			3.88	%			2.37	%			4.11	%			6.29	%			5.75	%			6.68	%			2.03	%			3.08	%			4.31	%			4.33	%			4.23	%
Max Discount %			(4.51	)%			(2.42	)%			(9.72	)%			(4.50	)%			(3.85	)%			(6.52	)%			(1.34	)%			(3.41	)%			(5.45	)%			(2.03	)%			(9.28	)%

There are significant differences between investing in the Fund and the Related Public Funds Through February 28, 2010and investing directly in the futures market. The General Partner’s results with USBO and the Related Public Funds may not be representative of results that may be experienced with a fund directly investing in futures contracts or other managed funds investing in futures contracts. Moreover, given the different investment objectives of USBO and the Related Public Funds, the performance of USBO may not be representative of the results that may be experienced by the other Related Public Funds. For more information on the performance of the Related Public Funds see the Performance Tables below.

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Performance of the Related Public Funds

USOF:

COMPOSITE PERFORMANCE DATA FOR USOF

Name of Commodity Pool: United States Oil Fund, LP

Type of Commodity Pool: Exchange traded security

Inception of Trading: April 10, 2006

Aggregate Subscriptions (from inception through January 31, 2013): $35,347,704,404

Total Net Assets as of January 31, 2013: 1,090,631,721

NAV per Unit as of January 31, 2013: $35.30

Worst Monthly Percentage Draw-down: Oct 2008 (31.57)%

Worst Peak-to-Valley Draw-down: June 08 – Feb 09 (75.84)%

Number of Unitholders (as of December 31, 2012): 54,915

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

Dollar Amount Offered*		$	11,846,500,000
Dollar Amount Raised		$	10,558,665,387
Organizational and Offering Expenses:**
SEC registration fee		$	1,361,084
FINRA registration fee		$	377,500
Listing fee		$	5,000
Auditor’s fees and expenses		$	434,350
Legal fees and expenses		$	1,631,179
Printing expenses		$	73,270
Length of USNG offering			Continuous

		Rates of Return*
Month		2008				2009				2010				2011				2012				2013
January			(4.00	)%			(14.60	)%			(8.78	)%			(0.62	)%			(0.60	)%			5.63	%
February			11.03	%			(6.55	)%			8.62	%			1.21	%			8.25	%
March			0.63	%			7.23	%			4.61	%			8.78	%			(4.27	)%
April			12.38	%			(2.38	)%			2.04	%			6.12	%			1.25	%
May			12.80	%			26.69	%			(17.96	)%			(10.43	)%			(17.83	)%
June			9.90	%			4.16	%			0.47	%			(7.65	)%			(2.24	)%
July			(11.72	)%			(2.30	)%			3.57	%			(0.24	)%			3.14	%
August			(6.75	)%			(1.98	)%			(9.47	)%			(7.66	)%			9.18	%
September			(12.97	)%			0.25	%			8.97	%			(11.08	)%			(4.82	)%
October			(31.57	)%			8.43	%			0.89	%			17.32	%			(6.93	)%
November			(20.65	)%			(0.51	)%			2.53	%			7.76	%			2.45	%
December			(22.16	)%			(0.03	)%			8.01	%			(1.78	)%			2.55	%
Annual Rate of Return			(54.75	)%			14.14	%			(0.49	)%			(2.31	)%			(12.21	)%			5.63%**

Compensation to the General Partner and Other Compensation USNG

Expenses Paid by USNG Through February 28, 2010 in Dollar Terms:

For a definition of Draw-down, please see text below “Composite Performance Data for USBO.”

Expenses		Amount in Dollar Terms
Amount Paid to General Partner		$	23,398,469
Amount Paid in Portfolio Brokerage Commissions		$	13,850,511
Other Amounts Paid*		$	11,808,870
Total Expenses Paid		$	49,057,850

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Expenses Paid by USNG Through February 28, 2010 as a Percentage of Average Daily Net Assets:

Expenses		Amount As a Percentage of Average Daily Net Assets
General Partner			0.55% annualized
Portfolio Brokerage Commissions			0.33% annualized
Other Amounts Paid			0.28% annualized
Total Expense Ratio			1.16% annualized
USNG Performance:
Name of Commodity Pool			USNG
Type of Commodity Pool			Exchange traded security
Inception of Trading			April 18, 2007
Aggregate Subscriptions (from inception through February 28, 2010)			$10,558,665,387
Total Net Assets as of February 28, 2010			$3,594,443,718
Initial NAV per Unit as of Inception			$50.00
NAV per Unit as of February 28, 2010			$8.74
Worst Monthly Percentage Draw-down			Jul 08 (32.13)%
Worst Peak-to-Valley Draw-down			Jun 08 – Nov 09 (85.89)%
Number of Unitholders (as of December 31, 2009)			203,277

USNG:

COMPOSITE PERFORMANCE DATA FOR USNG

Name of Commodity Pool: United States Natural Gas Fund, LP

Type of Commodity Pool: Exchange traded security

Inception of Trading: April 18, 2007

Aggregate Subscriptions (from inception through January 31, 2013): $16,540,421,723

Total Net Assets as of January 31, 2013: $1,102,092,306

NAV per Unit as of January 31, 2013: $18.79

Worst Monthly Percentage Draw-down: Jul 2008 (32.13)%

Worst Peak-to-Valley Draw-down: Jun 08 – Mar 12 (96.81)%

Number of Unitholders (as of December 31, 2012): 139,657

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

		Rates of Return																Rates of Return*
Month		2007				2008				2009				2010				2008				2009				2010				2011				2012				2013
January							8.87	%			(21.49	)%			(7.65	)%			8.87	%			(21.49	)%			(7.65	)%			(0.17	)%			(17.62	)%			(0.42	)%
February							15.87	%			(5.47	)%			(6.02	)%			15.87	%			(5.47	)%			(6.02	)%			(10.02	)%			(2.49	)%
March							6.90	%			(11.81	)%							6.90	%			(11.81	)%			(21.05	)%			6.68	%			(22.99	)%
April			4.30%*				6.42	%			(13.92	)%							6.42	%			(13.92	)%			(.87	)%			5.39	%			2.19	%
May			(0.84	)%			6.53	%			10.37	%							6.53	%			10.37	%			8.19	%			(2.23	)%			3.00	%
June			(15.90	)%			13.29	%			(4.63	)%							13.29	%			(4.63	)%			5.14	%			(7.00	)%			14.36	%
July			(9.68	)%			(32.13	)%			(8.70	)%							(32.13	)%			(8.70	)%			6.43	%			(4.90	)%			13.96	%
August			(13.37	)%			(13.92	)%			(27.14	)%							(13.92	)%			(27.14	)%			(22.95	)%			(2.58	)%			(14.16	)%
September			12.28	%			(9.67	)%			26.03	%							(9.67	)%			26.03	%			(3.13	)%			(11.85	)%			13.32	%
October			12.09	%			(12.34	)%			(13.31	)%							(12.34	)%			(13.31	)%			(5.83	)%			.33	%			1.78	%
November			(16.16	)%			(6.31	)%			(11.86	)%							(6.31	)%			(11.86	)%			(1.37	)%			(13.40	)%			(6.58	)%
December			0.75	%			(14.32	)%			13.91	%							(14.32	)%			13.91	%			4.53	%			(17.26	)%			(7.09	)%
Annual Rate of Return			(27.64	)%			(35.68	)%			(56.73	)			(13.21)%**				(35.68	)%			(56.73	)%			(40.42	)%			(46.08	)%			(27.09	)%			(0.42)%**