Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
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Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934 for the Fiscal Year Ended December 31,
2006
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Transition
Report Pursuant to Section 13 or 15(d) Of the Securities Exchange
Act of
1934 for the transition period from ______________________ to
______________________.
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Commission
file number: 001-32834
United
States Oil Fund, LP
(Exact
name of registrant as specified in its charter)
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Delaware
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20-2830691
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
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)
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(510)
522-3336
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(Registrant’s
telephone number, including area
code)
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Securities
registered pursuant to Section 12(b) of the Act:
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(Title
of class)
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(Name
of exchange on which registered)
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Units
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American
Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
Yes ¨
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes ¨
No x
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter periods as the Registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
YES
x NO
¨
Indicate
by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part
III
of this Form 10-K/A or any amendment to this Form 10-K/A.
YES
x NO
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check
one)
| Large
accelerated filer ¨ |
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Accelerated
filer ¨ |
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Non-accelerated
filer x |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act) YES ¨ NO x
The
aggregate market value of the registrant’s common stock held by non-affiliates
of the registrant as of June 30, 2006 was $265,126,000
The
registrant had 18,800,000 outstanding units as of March 26, 2007.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
United
States Oil Fund, LP
Table
Of Contents
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Page
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Part
III
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Item
10.
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Directors,
Executive Officers And Corporate Governance
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1
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Part
IV
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Item
15.
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Exhibits,
Financial Statement Schedules
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4
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Signatures
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5
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Exhibit
Index
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6
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Explanatory
Note
The
United States Oil Fund, LP (“USOF”) is filing this Amendment No. 1 to its annual
report on Form 10-K (“Form 10-K/A”) for the fiscal year ended December 31, 2006
that was filed with the Securities and Exchange Commission on March 30, 2007
(“Form 10-K”). This Form 10-K/A replaces Part III, Item 10 of the Form 10-K
filed on March 30, 2007. The purpose of the Form 10-K/A is to revise disclosure
found in the Form 10-K that stated that the Board of Directors of Victoria
Bay
Asset Management, LLC, the general partner of USOF (the “Board of Directors”),
had determined that each of Malcolm Fobes III and Gordon Ellis had the necessary
qualifications and experience to be considered an “Audit Committee Financial
Expert” as such term is defined in Item 407(d)(5) of Regulation S-K under the
Securities Exchange Act of 1934, as amended. Because of the experience and
education of Messrs. Fobes and Ellis, each meets the financial sophistication
requirements set forth by the American Stock Exchange and the applicable rules
of the Financial Industry Regulatory Authority (“FINRA”) as they relate to audit
committees. Given the limited scope of USOF’s activities and the qualifications
and experience of all of the audit committee members, the Board of Directors
did
not feel it was necessary to make a determination as to whether any of the
members of the audit committee had the necessary qualifications or experience
to
be considered an “Audit Committee Financial Expert.”
Except
as
set forth above, no other changes have been made to the Form 10-K, and the
Form
10-K/A does not amend, update or change any other items or disclosure found
in
the Form 10-K. Further, the Form 10-K/A does not reflect events that occurred
after the filing of the Form 10-K.
PART
III
Item
10. Directors,
Executive Officers and Corporate Governance.
Messrs.
Gerber and Mah also serve as executive officers of the General Partner. 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, Suite 145, Alameda, California
94502. Mr. Gerber acts as a portfolio manager for USOF. He registered with
the NFA as a Principal of the General Partner in November 2005, and as an
Associated Person of the General Partner in December 2005. Currently, Mr. Gerber
manages USNG. 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 1995. Since 1995,
Mr. Gerber has been 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 currently has approximately $800 million in
assets. In these roles, Mr. Gerber has gained extensive experience in
evaluating and retaining third-party service providers, including custodians,
accountants, transfer agents, and distributors. Prior to managing Ameristock
Mutual Fund Inc., Mr. Gerber served as a portfolio manager with Bank of
America Capital Management. While there he was responsible for the daily
stewardship of four funds with a combined value in excess of $240 million.
At
Bank of America Capital Management, Mr. Gerber worked extensively in the
development and managing of mutual funds and institutional accounts that were
designed to track assorted equity market indices such as the Standard &
Poor’s 500 and the Standard & Poor’s Midcap 400. Before joining Bank of
America, he was managing director and founder of the Marc Stevens Futures Index
Fund, a fund that combined the use of commodity futures with equity stock index
futures. The futures index fund was a commodity pool and Mr. Gerber was the
CPO. It was ultimately purchased by Newport Commodities. Mr. Gerber’s two
decades of experience in institutional investment include a period of employment
as a floor trader on the New York Futures Exchange. 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 44 years old.
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. In these roles, Mr. Mah is involved in
the
management of both USOF and USNG. Mr. Mah also serves as the General
Partner’s Chief Compliance Officer. He received a Bachelor of Education from the
University of Alberta, in 1986 and an MBA from the University of San Francisco
in 1988. He has been the Compliance Officer of Ameristock Corporation since
2001; a tax & finance consultant in private practice since 1995, Secretary
of Ameristock Mutual Fund since 1995 and Ameristock Focused Value Fund from
December 2000 to January 2005; Chief Compliance Officer of Ameristock Mutual
Fund since 2004 and the Co-Portfolio Manager of the Ameristock Focused Value
Fund from December 2000 to January 2005. Mr. Mah is 42 years
old.
Andrew
F. Ngim
has been
a Management Director of the General Partner since May 10, 2005 and Treasurer
of
the General Partner since June 9, 2005. As Treasurer of the General Partner,
Mr.
Ngim is involved in the management of both USOF and USNG. He received a Bachelor
of Arts from the University of California at Berkeley in 1983. Mr. Ngim has
been the Managing Director of Ameristock Corporation since 1999. He was the
co-portfolio manager of the Ameristock Large Company Growth Fund from December
2000 to June 2002 and a Benefits Consultant with PriceWaterhouseCoopers from
1994 to 1999. Mr. Ngim is 46 years old.
Robert
L. Nguyen
has been
a Management Director of the General Partner since May 10, 2005. As a Management
Director of the General Partner, Mr. Nguyen is involved on the management of
both USOF and USNG. He received a Bachelor of Science from California State
University Sacramento in 1981. Mr. Nguyen has been the Managing Principal
of Ameristock Corporation since 2000. He was Co-Portfolio Manager of the
Ameristock Large Company Growth Fund from December 2000 to June 2002 and
Institutional Specialist with Charles Schwab & Company Inc. from 1995 to
1999. Mr. Nguyen is 47 years old.
The
following individuals provide significant services to USOF but are employed
by
the entities noted below:
John
Love
acts as
the Operations Manager and is employed by Ameristock. Mr. Love has served
as the operations manager of Ameristock Corporation since 2002, where he is
responsible for marketing the Ameristock Mutual Fund. From April 2001 to
September 2002, Mr. Love was the project manager for TouchVision
Interactive where he provided leadership to project teams while assisting with
business and process development. From January 1996 to November 2000,
Mr. Love was the managing director of Jamison/Gold (Keane Inc.) where he
provided leadership to all departments including operations, production,
technology, sales, marketing, administration, recruiting, and finance. From
December 2000 to February 2001, Mr. Love was employed by Digital Boardwalk
Inc. Mr. Love’s experience also includes leading a group of multimedia
producers who controlled web and kiosk projects from pre-contract to deployment.
He holds a BFA in cinema-television from the University of Southern California.
Mr. Love does not have any experience operating a commodity pool.
Mr. Love is 35 years old.
John
T. Hyland, CFA
acts as
a Portfolio Manager and as the Director of Portfolio Research and is employed
by
the General Partner. He registered with the NFA as an Associated Person of
the
General Partner in December 2005, and as a Principal of the General Partner
in
January 2006. In April 2006, Mr. Hyland became the Portfolio Manager and
Director of Portfolio Research for USOF. As part of his responsibilities for
USOF, Mr. Hyland handles day-to-day trading, helps set investment policies,
and
oversees USOF’s activities with its 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 provides portfolio management and new fund
development expertise to non-U.S. institutional investors. Mr. Hyland has
been, and remains, a Principal and Portfolio Manager for Towerhouse. From
July 2001 to January 2002, Mr. Hyland was the Director of Global Property
Securities Research for Roulac International, where he worked on the development
of a hedge fund focused on global real estate stocks. From 1996 through 2001,
Mr. Hyland was the Director of Securities Research and Portfolio Manager
for the capital markets division of CB Richard Ellis, a global commercial real
estate services firm. His division provided portfolio management of equities
as
an advisor or sub-advisor for mutual funds and separate accounts focused on
real
estate investment trusts. In addition, his group conducted research in the
area
of structured commercial real estate debt (including Commercial Mortgage-Back
Securities, or “CMBS”), and lead the creation of one of the earliest
re-securitizations of multiple CMBS pool tranches into a Collateralized Debt
Obligation (“CDO”) vehicle. In the ten years prior to working at CB Richard
Ellis, Mr. Hyland had worked as a portfolio manager or financial
representative for several other investment firms and mutual funds.
Mr. Hyland received his Chartered Financial Analyst (“CFA”) designation in
1994. From 1993 until 2003, Mr. Hyland was on the Board of Directors of the
Security Analysts of San Francisco (“SASF”), a not-for-profit organization of
investment management professionals. He served as the president of the SASF
from
2001-2002. Mr. Hyland is a member of the CFA Institute (formerly AIMR). He
is also a member of the National Association of Petroleum Investment Analysts
(NAPIA), a not-for-profit organization of investment professionals focused
on
the oil industry. He serves as an arbitrator for the National Association of
Securities Dealers (“NASD”), as part of their dispute resolution program. He is
a graduate of the University of California, Berkeley and received a BA in
political science/international relations in 1982. Mr. Hyland is 47 years
old.
Kathryn
D. Rooney
acts as
a Marketing Manager and is employed by Ameristock and ALPS. Her primary
responsibilities include soliciting orders, customers and customer funds.
Currently, Ms. Rooney is the Director of Business Development for
Ameristock Mutual Fund. She has held this position since September of 2003.
Prior to working for Ameristock Mutual Fund, Ms. Rooney was the Regional
Director for Accessor Capital Management from November of 2002 to September
of
2003. Before working at Accessor Capital Management, Ms. Rooney worked at
ALPS Mutual Fund Services, Inc. as a National Sales Director. She held this
position from May of 1999 through November of 2002. Before working at ALPS
Mutual Fund Services, Inc., Ms. Rooney worked as a Trust Officer for Fifth
Third Bank from June of 1994 through May of 1999. Ms. Rooney is 34 years
old.
The
following individuals serve as independent directors of the General
Partner:
Peter
M. Robinson
has been
an Independent Director of the General Partner since September 30, 2005.
Mr. Robinson has been employed with the Hoover Institution since 1993.
Mr. Robinson graduated from Dartmouth College in 1979 and Oxford University
in 1982. Mr. Robinson spent six years in the White House, serving from 1982
to 1983 as chief speechwriter to Vice President George Bush and from 1983 to
1988 as special assistant and speechwriter to President Ronald Reagan. After
the
White House, Mr. Robinson received an MBA from the Stanford University
Graduate School of Business. Mr. Robinson then spent a year in New York
City with Fox Television. He spent a second year in Washington, D.C., with
the
Securities and Exchange Commission, where he served as the director of the
Office of Public Affairs, Policy Evaluation, and Research. Mr. Robinson has
also written three books and has been published in the New
York Times, Red Herring
, and
Forbes
ASAP
and he
is the editor of Can
Congress Be Fixed?: Five Essays on Congressional Reform
(Hoover
Institution Press, 1995). Mr. Robinson is 48 years old.
Malcolm
R. Fobes III
has been
an Independent Director of the General Partner since September 30, 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 1997. Since
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
agents, and distributors. Mr. Fobes was also contributing editor of Start
a
Successful
Mutual Fund: The Step-by-Step Reference Guide to Make It Happen
(JV
Books, 1995). Prior to forming Berkshire Capital Holdings, Inc., Mr. Fobes
was
employed by various technology-related companies, including Adobe Systems,
Inc.,
a leading provider of digital publishing and imaging software technologies.
Mr.
Fobes holds a B.S. degree in Finance and Economics from San Jose State
University in California. Mr. Fobes is 42 years old.
The
following are individual Principals, as that term is defined in CFTC Rule 3.1,
for USOF: Melinda Gerber, Howard Mah, Andrew Ngim, Robert Nguyen, Peter
Robinson, Gordon Ellis, Malcolm Fobes, John Love, and John Hyland. These
individuals are principals due to their positions, however, Nicholas Gerber
and
Melinda Gerber are also principals due to their controlling stake in Wainwright.
Neither the General Partner, nor the principals own or have any other beneficial
interest in USOF. Nicholas Gerber and John Hyland make trading and investment
decisions for USOF. Nicholas Gerber, John Love, and John Hyland execute trades
on behalf of USOF. In addition, Nicholas Gerber, John Love, John Hyland and
Kathryn Rooney are registered with the CFTC as Associated Persons of the General
Partner and are members of the NFA.
Audit
Committee
The
General Partner has an audit committee which is made up of three independent
directors (Peter M. Robinson, Gordon L. Ellis and Malcolm R. Fobes III). The
audit committee is governed by an audit committee charter that is posted on
USOF’s website. The Board has not made a determination as to whether any of the
members of the audit committee may be considered to be an “Audit Committee
Financial Expert” as such term is defined in Item 407(d)(5) of Regulation S-K.
However, the Board believes that Messrs. Fobes and Ellis are able to read and
understand financial statements and meet the financial sophistication
requirements of the American Stock Exchange and applicable FINRA rules as they
relate to audit committees. As such, given the limited scope of USOF’s
activities and the qualifications and experience of all of the members of the
audit committee, the Board of Directors does not believe it is necessary to
designate a member of the audit committee as an “Audit Committee Financial
Expert.”
Other
Committees
Since
the
individuals who perform work on behalf of USOF are not compensated by USOF,
but
instead by the General Partner, Ameristock or ALPS, USOF does not have a
Compensation Committee. Similarly, since the Directors noted above serve on
the
Board of Directors of the General Partner, USOF does not have a Nominating
Committee.
PART
IV
Item 15. Exhibits,
Financial Statement Schedules.
Listed
below are the exhibits which are filed as part of this report (according to
the
number assigned to them in Item 601 of Regulation S-K):
| Exhibit
Number |
Description
of Document |
| 31.1* |
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a) under the
Securities
Exchange Act of 1934.
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31.2*
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Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a) under the
Securities
Exchange Act of 1934.
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_______
* Filed
Herewith
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf
by
the undersigned, thereunto duly authorized on September 20, 2007.
United
States Oil Fund, L.P. (Registrant)
By: Victoria
Bay Asset Management, LLC, its general partner
/s/
Nicholas D. Gerber
Nicholas
D. Gerber
Chief
Executive Officer of Victoria Bay Asset Management, LLC
(Principal
executive officer)
/s/
Howard Mah
Howard
Mah
Chief
Financial Officer of Victoria Bay Asset Management, LLC
(Principal
financial and accounting officer)
Exhibit
Index
| 31.1 |
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934.
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| 31.2 |
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934.
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