Filed
pursuant to Rule 424(b)(3)
File
No. 333-237750
UNITED STATES
OIL FUND, LP
Supplement dated
June 15, 2022
to
Prospectus dated
April 29, 2022
This supplement
contains information which amends, supplements or modifies certain information contained in the prospectus of United States Oil
Fund, LP dated April 29, 2022 (the “Prospectus”). Please read it and keep it with your Prospectus for future reference.
You should carefully consider the “Risk Factors” beginning on page 13 of the Prospectus before
you decide to invest.
On June 13, 2022, United
States Oil Fund, LP (“USO”) entered into an International Swaps and Derivatives Association, Inc. (“ISDA”) 2002
Master Agreement (the “Agreement”) with Société Générale S.A., pursuant to which Société
Générale S.A. has agreed to serve as an over-the-counter (“OTC”) swaps counterparty for USO.
In light of
the foregoing, the Prospectus is revised as follows:
1. |
The section of the
Prospectus titled “Swap Dealer” that appears on page 51 of the Prospectus, immediately before the subheading “USO’s
Fees and Expenses”, is deleted in its entirety and replaced with the following: |
Swap
Dealers
Macquarie
Bank Limited
On
November 30, 2021, USO entered into an ISDA 2002 Master Agreement (the “Macquarie ISDA”) with Macquarie Bank Limited,
pursuant to which Macquarie Bank Limited has agreed to serve as an over-the-counter (“OTC”) swaps counterparty for
USO.
Macquarie
Bank Limited’s principal address is Level 6, 50 Martin Place, Sydney, Nsw 200, Australia. Macquarie Bank Limited is registered
with the CFTC as a swap dealer. As of the date hereof, Macquarie Bank Limited has no material litigation to disclose as that term
is defined under the CEA and regulations promulgated thereunder.
Macquarie
Bank Limited is not affiliated with USO or USCF. Therefore, neither USCF nor USO believes that there will be any conflicts of
interest with Macquarie Bank Limited or its trading principals arising from Macquarie Bank Limited acting as an OTC swaps counterparty
to USO.
The
Macquarie ISDA provides USO with the ability to invest in OTC swaps in furtherance of its investment objective by providing it
with investment flexibility in light of regulatory requirements, risk mitigation measures, market conditions, liquidity requirements
or other factors. When USO enters into OTC swap transactions with Macquarie under the Macquarie ISDA, USO’s OTC swap transactions
outstanding under the Macquarie ISDA, along with USO’s other holdings, will be published on USO’s webpage, www.uscfinvestments.com.
Société
Générale S.A
On June
13, 2022, USO entered into an ISDA 2002 Master Agreement (the “SocGen ISDA”) with Société Générale
S.A., pursuant to which Société Générale S.A. has agreed to serve as an OTC swaps counterparty for USO.
Société
Générale S.A.’s principal address is 29 Boulevard Haussman Paris, 75009 France. Société Générale
S.A. is registered with the CFTC as a swap dealer.
Société
Générale S.A. is a large swap dealer subject to many different complex legal and regulatory requirements. As a result,
certain of Société Générale S.A.’s regulators may from time to time conduct investigations,
initiate enforcement proceedings and/or enter into settlements with Société Générale S.A. with respect
to issues raised in various investigations. In addition, Société Générale S.A. is and has been subject
to a variety of civil legal claims in various jurisdictions, a variety of settlement agreements and a variety of orders, awards
and judgments made against it by courts and tribunals, both in regard to such claims and investigations. Listed below are the
civil, administrative, and/or criminal proceedings pending, on appeal, or concluded against Société Générale
S.A. in the past five (5) years that are material to Société Générale S.A. serving as an OTC swaps
counterparty to USO.
Notwithstanding
agreements reached in 2018 with United States authorities regarding certain London Interbank Offered Rates and the Euro Interbank
Offered Rate (the “IBOR matter”) and the dismissal on 30 November 2021 of legal proceedings brought by the United
States Department of Justice in this matter, Société Générale S.A. continues to defend civil proceedings
in the United States and has responded to information requests received from other authorities, including the Attorneys General
of various States of the United States and the New York Department of Financial Services.
In
the United States, Société Générale S.A., along with other financial institutions, has been named
as a defendant in putative class actions involving the setting of U.S. Dollar LIBOR, Japanese Yen LIBOR, and Euribor rates and
trading in instruments indexed to those rates. Société Générale S.A. has also been named in several
individual (non-class) actions concerning the U.S. Dollar LIBOR rate. All of these actions are pending in the U.S. District Court
in Manhattan.
As
to US Dollar LIBOR, all claims against Société Générale S.A. were dismissed by the District Court
or voluntarily dismissed by the plaintiffs, except in two putative class actions and one individual action that are effectively
stayed. The class plaintiffs and a number of individual plaintiffs appealed the dismissal of their antitrust claims to the United
States Court of Appeals for the Second Circuit (“Second Circuit”). On 30 December 2021, the Second Circuit
reversed the dismissal and reinstated the antitrust claims. These reinstated claims include those asserted by a proposed
class of OTC plaintiffs and by OTC plaintiffs that have filed individual actions.
As
to Japanese Yen LIBOR, the District Court dismissed the complaint brought by purchasers of Euroyen OTC derivative products. On
1 April 2020, the Second Circuit reversed the dismissal and reinstated the claims. On 30 September 2021, the District
Court dismissed plaintiffs’ Racketeer Influenced and Corrupt Organizations Act claims but upheld plaintiffs’ antitrust
and state law claims against Société Générale S.A. In the other action, brought by purchasers or sellers
of Euroyen derivative contracts on the Chicago Mercantile Exchange on 27 September 2019, plaintiff filed a motion for class
certification. On 25 September 2020, the District Court granted defendants’ motion for judgment on the pleadings
and dismissed plaintiffs’ remaining claims. Plaintiff has appealed to the Second Circuit.
As
to Euribor, the District Court dismissed all claims against Société Générale S.A. in the putative
class action and denied the plaintiffs’ motion to file a proposed amended complaint. Plaintiffs have appealed those
rulings to the Second Circuit.
In
Argentina, Société Générale S.A., along with other financial institutions, has been named as a defendant
in litigation brought by a consumer association on behalf of Argentine consumers who held government bonds or other specified
instruments that paid interest tied to US Dollar LIBOR. The allegations concern violations of Argentine consumer protection law
in connection with alleged manipulation of the US Dollar LIBOR rate. Société Générale S.A. has not
yet been served with the complaint in this matter.
Beginning
on 15 January 2019, Société Générale S.A. and SG Americas Securities, LLC, along with other
financial institutions, were named in three putative antitrust class actions in the US District Court in Manhattan, which have
since been consolidated. Plaintiffs allege that the USD ICE LIBOR panel banks conspired to make artificially low submissions
to that benchmark in order to profit on their trading in derivatives tied to USD ICE LIBOR. Plaintiffs seek to certify
a class comprised of US residents (individuals and entities) that transacted with a defendant in floating rate debt instruments
or interest rate swaps tied to USD ICE LIBOR and received a payment at any time between 1 February 2014 to the present,
regardless of when the instrument was purchased. By order dated 26 March 2020, the District Court dismissed the action. Plaintiffs
appealed that ruling. On 6 April 2021, the Second Circuit permitted a new proposed class representative to intervene
as a plaintiff in the appeal and denied defendants’ motion which sought dismissal of the appeal because the original proposed
class representatives withdrew from the action.
Société
Générale S.A., along with several other financial institutions, was named as a defendant in a putative class
action alleging violations of US antitrust laws and the Commodity Exchange Act in connection with foreign exchange spot and derivatives
trading. The action was brought by persons or entities that transacted in certain over-the-counter and exchange-traded foreign
exchange instruments. Société Générale S.A. reached a settlement of USD 18 million, which
was approved by the Court on 6 August 2018. On 7 November 2018, a group of individual entities that elected to opt out
of the settlement filed a lawsuit against Société Générale S.A., SG Americas Securities, LLC
and several other financial institutions. SG Americas Securities, LLC was dismissed by order dated 28 May 2020. Discovery
is proceeding as to Société Générale S.A. and the other remaining defendants. On 11 November
2020, Société Générale S.A. was named, along with several other banks, in an action in the United
Kingdom alleging collusion in the market for FX instruments. Société Générale S.A. is defending the
action.
In
May 2019, Société Générale Americas Securities (“SGAS”) was named, along with other
financial institutions, as a defendant in a putative class action in the US alleging anticompetitive behavior in the pricing of
agency bonds issued by USA Government Sponsored Enterprises (“GSEs”), including Federal Home Loan Bank, Federal
Home Loan Mortgage Corporation, and Federal National Mortgage Association. On 16 June 2020, SGAS and twelve other bank
defendants reached a final settlement with plaintiffs. Although SGAS’ share of the settlement is not public, the amount
was not material from a financial statement perspective. SGAS was also named in four separate individual opt-out litigations by
the following plaintiffs: the State of Louisiana (filed September 2019), the City of Baton Rouge/East Baton Rouge Parish
and related entities (October 2019), Louisiana Asset Management Pool (April 2020), and the City of New Orleans
and related entities (September 2020). These suits also asserted antitrust claims (and in some cases other related claims)
against SGAS and multiple other bank defendants based on these plaintiffs’ purchases of GSE bonds. As to the opt-out litigations,
a settlement was reached involving all defendants in June 2021, of which SGAS’s share was immaterial, and these actions
have been dismissed. SGAS also received a subpoena from the United States Department of Justice in connection with its US
agency bond business. SGAS responded to these requests and is cooperating with the Department of Justice investigation.
On
15 October 2020, Vestia, a Dutch housing developer, brought proceedings against Société Générale
S.A. before the High Court of England regarding the conditions pursuant to which Vestia contracted derivative products with Société
Générale S.A. between 2008 and 2011. Vestia claims that these transactions were outside of its capacity and alleges
they were induced by corruption. Vestia seeks to rescind the transactions and recover the amounts paid to Société
Générale S.A. pursuant to these transactions. On 8 January 2021, Société Générale
S.A. filed a Statement of Defence and Counterclaim. On 11 October 2021, Société Générale S.A.
and Vestia reached an agreement to settle this dispute without any admission of liability for Société Générale
S.A.
On
29 September 2021, the United States Commodity Futures Trading Commission (“CFTC”) filed and settled charges against
Société Générale S.A. for Société Générale S.A.’s failure to comply
with certain swap dealer requirements for disclosing mid-market marks to counterparties, reporting inaccurate swap valuation data
to a swaps data repository (SDR), and related supervision failures. Société Générale S.A. agreed to
a $1,500,000 civil monetary penalty, to cease and desist from further violations of the Commodity Exchange Act and CFTC regulations
and to comply with certain undertakings, including continuing remediation efforts and updating the CFTC on its remediation efforts
and compliance.
Société
Générale S.A., along with other financial institutions, was named as a defendant in a putative class action alleging
violations of US antitrust laws and the Commodity Exchange Act in connection with its involvement in the London Gold Market Fixing.
The action is brought on behalf of persons or entities that sold physical gold, sold gold futures contracts traded on the Chicago
Mercantile Exchange, sold shares in gold exchange-traded funds, sold gold call options traded on Chicago Mercantile Exchange,
bought gold put options traded on Chicago Mercantile Exchange, sold OTC gold spot or forward contracts or gold call options,
or bought OTC gold put options. Société Générale S.A., along with three other defendants, has reached
a settlement to resolve this action for USD 50 million. By order dated 13 January 2022, the Court granted
preliminary approval of the settlement. The final fairness hearing has been scheduled for 5 August 2022. Although Société
Générale S.A.’s share of the settlement is not public, it was not material from a financial perspective. Société
Générale S.A., along with other financial institutions, is also named as a defendant in two putative class actions
in Canada (in the Ontario Superior Court in Toronto and Quebec Superior Court in Quebec City) involving similar claims. Société
Générale S.A. is defending the claims.
Société
Générale S.A. is not affiliated with USO or USCF. Therefore, neither USCF nor USO believes that there will be any
conflicts of interest with Société Générale S.A. or its trading principals arising from Société
Générale S.A. acting as an OTC swaps counterparty to USO.
The
SocGen ISDA provides USO with the ability to invest in OTC swaps in furtherance of its investment objective by providing it with
investment flexibility in light of regulatory requirements, risk mitigation measures, market conditions, liquidity requirements
or other factors. When USO enters into OTC swap transactions with Société Générale S.A. under the
SocGen ISDA, USO’s OTC swap transactions outstanding under the SocGen ISDA, along with USO’s other holdings, will
be published on USO’s webpage, www.uscfinvestments.com.
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