UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of
Report (Date of earliest event reported): November
13, 2007
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UNITED
STATES OIL FUND, LP
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-32824
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20-2830691
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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1320
Harbor Bay Parkway, Suite 145
Alameda,
California 94502
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(Address
of principal executive offices)
(Zip
Code)
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Registrant's
telephone number, including area code
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(510)
522-3336
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Not
Applicable
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(Former
name or former address, if changed since last report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4c))
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Item
1.01. Entry into a Material Definitive Agreement.
The
general partner and limited partner of United States Oil Fund, LP (the “Fund”)
entered into the Fourth Amended and Restated Agreement of Limited Partnership
(the “Amended Limited Partnership Agreement”) on November 13, 2007. The
Amended
Limited Partnership
Agreement provides for the operation of the Fund and the rights and obligations
of the partners.
The
Amended Limited Partnership Agreement amends and restates the Fund’s current
limited partnership agreement, the Third Amended and Restated Agreement of
Limited Partnership entered into on January 19, 2007 (the “Limited Partnership
Agreement”), in its entirety. The amendments are largely editorial in nature or
conforming changes. The key substantive amendment relates to the tax preparation
expenses to be directly borne by the Fund. Article 3.1.2 of the Limited
Partnership Agreement has been changed in the Amended Limited Partnership
Agreement to explicitly state that the Fund will pay the fees and expenses
associated with its tax accounting and reporting requirements that are directly
dependent on the number of Fund investors and the General Partner will continue
to pay any fees for implementation of services and base services fees charged
by
the accounting firm responsible for preparing the Fund’s tax reporting forms.
Previously, Article 3.1.2 of the Limited Partnership Agreement did not
specifically address fees and expenses associated with the Fund’s tax accounting
and reporting requirements. The board of directors of the General Partner has
determined that fees for implementation of services and base services fees
charged by the accounting firm responsible for preparing the Fund’s tax
reporting forms would be considered expenses in the ordinary course to be paid
by the General Partner, but that the other less predictable fees and expenses
associated with the Fund’s tax accounting and reporting requirements, which are
dependant on the number of Fund investors, will be borne by the Fund.
A
copy of
the Fourth Amended and Restated Agreement of Limited Partnership is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
10.1
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Fourth
Amended and Restated Agreement of Limited
Partnership.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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UNITED
STATES OIL FUND, LP
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Date:
November 15, 2007
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By:
Victoria Bay Asset Management, LLC, its general partner
By:
/s/ Nicholas D.
Gerber
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Name: Nicholas
D. Gerber
Title: President
and Chief Executive Officer
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