Exhibit
      14.1





Adopted
        March 1, 2006,
 Amended
        December 9, 2006,
 Further
        Amended March 4, 2008
 
 
 
 
 
 
 
 
 
 
 
 VICTORIA
        BAY ASSET MANAGEMENT, LLC
 
 CODE
        OF BUSINESS
 CONDUCT
        AND ETHICS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  7830673.2
  TABLE
        OF CONTENTS
   PageIntroduction
              1Purpose
                of the
                Code
              1Conflicts
                of
                Interest
              1Corporate
                Opportunities
              2Public
                Disclosure
              2Confidentiality
              3Fair
                Dealing
              3Protection
                and
                Proper Use of Company Assets
              3Compliance
                with Applicable Laws, Rules and Regulations
              3Equal
                Opportunity, Harassment
              4Accuracy
                of
                Company Records
              4Retaining
                Business Communications
              4Political
                Contributions
              5Media
                Relations
              5Intellectual
                Property Information
              5Internet
                and
                E-Mail Policy
              5Reporting
                Violations and Complaint Handling
              6Sanctions
                for
                Code Violations
              7Application/Waivers
              7AppendixCode
                Acknowledgement
              A-1
 
  7830673.2
  CODE
        OF BUSINESS CONDUCT AND ETHICS
 
 Introduction
 
 Ethics
        are important to Victoria Bay Asset Management, LLC (“Victoria Bay”) and to each
        member of our management, our investment professionals, and our
        employees.  Victoria Bay is committed to the highest ethical standards
        and to conducting business with the highest level of integrity.
 
 All
        officers, directors and employees of Victoria Bay are responsible for
        maintaining this level of integrity and for complying with the policies
        contained in this Code.  If you have a question or concern about what
        is proper conduct for you or anyone else, please raise these concerns with
        any
        member of management, or follow the procedures outlined this Code.
 
 Purpose
        of the
        Code
 
 This
        Code
        is intended to:
 
 ·
              help
                  you recognize ethical issues and take the appropriate steps to
                  resolve
                  these issues;
 
 ·
              deter
                  ethical violations;
 
 ·
              assist
                  you in reporting any unethical or illegal conduct;
                  and
 
 ·
              reaffirm
                  and promote our commitment to a corporate culture that values honesty
                  and
                  accountability.
 
 All
        employees, as a condition of employment or continued employment, will
        acknowledge in writing that they have received a copy of this Code, read
        it, and
        understand that the Code contains our expectations regarding their
        conduct.
 
 Finally,
        you should know that this Code is designed to satisfy the standards contained
        in
        the Federal Sentencing Guidelines for Organizations published by the U.S.
        Department of Justice.  U.S. federal courts are bound to apply the
        Federal Sentencing Guidelines for Organizations when sentencing companies
        convicted of federal offenses arising from the illegal acts of one or more
        employees.  The Federal Sentencing Guidelines for Organizations
        provide for substantial leniency in sentencing of a company from otherwise
        severe mandatory penalties, where the company had in effect an adequate
        compliance program at the time of the illegal activity.
 
 Conflicts
        of
        Interest
 
 You
        must
        avoid any conflict, or the appearance of a conflict, between your personal
        interests and our interests.  A conflict exists when your personal
        interest in any way interferes with our interests, or when you take any action
        or have any interest that may make it difficult for
 you
          to
          perform your job objectively and effectively.  For example, a conflict
          of interest probably exists if:
 
 ·
              you
                  cause us to enter into business relationships with you or a member
                  of your
                  family, or invest in companies affiliated with you or a member
                  of your
                  family;
 
 ·
              you
                  use any nonpublic information about us, our affiliates, our service
                  providers, our other business partners, United States Oil Fund,
                  LP
                  (“USOF”), United States 12 Month Oil Fund, LP (“US12OF”), United States
                  Natural Gas Fund, LP (“USNG”), United States 12 Month Natural Gas Fund, LP
                  (“US12NG”), United States Heating Oil Fund, LP (“USHO”), and United States
                  Gasoline Fund, LP (“USG”), and any other fund for which Victoria Bay is
                  the general partner (each a “Fund” and together, the “Funds”), for your
                  personal gain, or the gain of a member of your family;
                  or
 
 ·
              you
                  use or communicate confidential information obtained in the course
                  of your
                  work for your or another’s personal
                  benefit.
 
 Corporate
        Opportunities
 
 Each
        of
        us has a duty to advance the legitimate interests of Victoria Bay when the
        opportunity to do so presents itself.  Therefore, you may
        not:
 
 ·
              take
                  for yourself personally opportunities, including investment opportunities,
                  discovered through the use of your position with us, or through
                  the use of
                  our property or information;
 
 ·
              use
                  our property, information, or position for your personal gain or
                  the gain
                  of a family member; or
 
 ·
              compete,
                  or prepare to compete, with us.
 
 Public
        Disclosure
 
 We
        are committed to a policy of full,
        fair, accurate, timely, and understandable disclosure to unitholders of all
        material information regarding our business.  This policy extends to
        our filings with the Securities and Exchange Commission (“SEC”)
        and to all other public
        communications.  All individuals involved in ourSECreporting
        process and in preparing and
        making public communications regarding our business must take all reasonable
        steps to comply with this policy.
 2
 Confidentiality
 
 You
        must not discloseconfidentialinformation
        regardingVictoriaBay,
        our service providers, the Funds, or
        our affiliates, unless disclosure is authorized or required by
        law.Confidentialinformation
        includes all non-public
        information that might be harmful to, or useful to the competitors of,VictoriaBay,
        any Fund, our affiliates, our service
        providers, or our other business partners.
  
  Fair
        Dealing
 
 You
        must
        endeavor to deal fairly with companies or individuals with whom we do business
        or come into contact, including fellow employees of Victoria Bay and our
        competitors.  You must not take unfair advantage of these or other
        parties by means of:
 
 ·
              manipulation;
 
 ·
              concealment;
 
 ·
              abuse
                  of privileged information;
 
 ·
              misrepresentation
                  of material facts; or
 
 ·
              any
                  other unfair-dealing practice.
 
 Protection
        and Proper Use of
        Company Assets
 
 Our
        assets are to be used only for legitimate business purposes.  You
        should protect our assets and ensure that they are used
        efficiently.
 
 Incidental
        personal use of telephones, fax machines, copy machines, personal computers
        and
        similar equipment is generally allowed if there is no significant added cost
        to
        us, it does not interfere with your work duties, and is not related to an
        illegal activity or to any outside business.
 
 Compliance
        with Applicable
        Laws, Rules and Regulations
 
 Each
        of
        us has a duty to comply with all laws, rules and regulations that apply to
        our
        business.  Highlighted below are some of the key compliance guidelines
        that must be followed.
 
 ·
              Insider
                  trading.  It is against the law to buy or sell securities
                  using material information that is not available to the
                  public.  Individuals who give this “inside” information to
                  others may be liable to the same extent as the individuals who
                  trade while
                  in possession of such information.  You must not trade the units
                  of any Fund, or the securities of our affiliates, our service providers,
                  or any of our other business partners while in the possession of
“inside”
                  information.
 
 3
 ·
              “Whistleblower”
                  protections.It is against the law to discharge, demote,
                  suspend, threaten, harass, or discriminate in any manner against
                  an
                  employee who provides information or otherwise assists in investigations
                  or proceedings relating to violations of federal securities laws
                  or other
                  federal laws prohibiting fraud against unitholders.  You must
                  not discriminate in any way against an employee who engages in
                  these
                  “whistleblower” activities.
 
 ·
              Document
                  Retention.You must
                  adhere to
                  appropriate procedures governing the retention and destruction
                  of records
                  consistent with applicable laws, regulations and our
                  policies.  You may not destroy, alter or falsify any document
                  that may be relevant to a threatened or pending lawsuit or governmental
                  investigation.
 
 Please
        talk to any member of management if you have any questions about how to comply
        with the above regulations and other laws, rules and regulations.
 
 Equal
        Opportunity,
        Harassment
 
 We
        are committed to providing equal
        opportunity in all of our employment practices including selection, hiring,
        promotion, transfer, and compensation of all qualified applicants and employees
        without regard to race, color, sex or gender, religion, age, national origin,
        handicap, disability, citizenship status, or any other status protected by
        law.  With this in mind, there are certain behaviors that will not be
        tolerated.  These include harassment, violence, intimidation, and
        discrimination of any kind involving race, color, religion, gender, age,
        national origin, disability, or marital status.
 
 Accuracy
        of Company
        Records
 
 We
        require honest and accurate
        recording and reporting of information in order to make responsible business
        decisions.  This includes such data as quality, safety, and personnel
        records, as well as financial records.
 
 All
        financial books, records and
        accounts must accurately reflect transactions and events, and conform both
        to
        required accounting principles and to our system of internal
        controls.  No false or artificial entries may be made.
 
 Retaining
        Business
        Communications
 
 The
        law requires us to maintain certain
        types of corporate records, usually for specified periods of
        time.  Failure to retain those records for those minimum periods could
        subject us to penalties and fines, cause the loss of rights, obstruct justice,
        place us in contempt of court, or seriously disadvantage us in
        litigation.
 
 From
        time to time we establish
        retention or destruction policies in order to ensure legal
        compliance.  We expect you to fully comply with any published records
        retention or destruction policies, provided that you should note the following
        exception: If you believe, or we inform you, that our records are relevant
        to
        any litigation or governmental action, or any potential
 4
  litigation
        or action, then you must preserve those records until we determine the records
        are no longer needed.  This exception supersedes any previously or
        subsequently established destruction policies for those records.  If
        you believe that this exception may apply, or have any questions regarding
        the
        possible applicability of that exception, please contact our Chief Compliance
        Officer, Howard Mah (the “Chief Compliance Officer”).
 
 Political
        Contributions
 
 No
        funds of Victoria Bay or of any Fund
        may be given directly to political candidates.  You may, however,
        engage in political activity with your own resources on your own
        time.
 
 Media
        Relations
 
 We
        must speak with a unified voice in
        all dealings with the press and other media.  As a result, the
        President andCEO,
        is the sole contact for media seeking
        information aboutVictoriaBayor
        any of the Funds.  Any
        requests from the media must be referred to him.  Unless another individual(s)
        is so
        authorized by the President andCEO.  In
        the event the President
        andCEOand
        other authorized individual(s) are
        not available, clearance must be obtained through the Chief Compliance
        Officer.
 
 Intellectual
        Property
        Information
 
 Information
        generated in our business
        is a valuable asset.  Protecting this information plays an important
        role in our growth and ability to compete.  Such information includes
        business and research plans; objectives and strategies; trade secrets;
        unpublished financial information; salary and benefits data; and business
        partner lists.  Employees who have access to our intellectual property
        information are obligated to safeguard it from unauthorized access and
        must:
 
 ·
              Not
                  disclose this information to persons outside of Victoria
                  Bay;
 
 ·
              Not
                  use this information for personal benefit or the benefit of persons
                  outside of Victoria Bay; and
 
 ·
              Not
                  share this information with other employees except on a legitimate
“need
                  to know” basis.
 
 Internet
        and E-mail
        Policy
 
 We
        may provide an e-mail system and
        Internet access to certain of our employees to help them do their
        work.  You may use the e-mail system and the Internet only for
        legitimate business purposes in the course of your duties.  Incidental
        and occasional personal use is permitted, but never for personal gain or
        any
        improper use.  Further, you are prohibited from discussing or posting
        information regarding Victoria Bay or any of the Funds in any external
        electronic forum, including Internet chat rooms or electronic bulletin
        boards.
 
 5
 Reporting
        Violations and
        Internal Complaint Handling
 
 You
        are
        responsible for compliance with the rules, standards and principles described
        in
        this Code.  In addition, you should be alert to possible violations of
        the Code by Victoria Bay’s employees, officers and directors, and you are
        expected to report a violation promptly.  Normally, reports should be
        made to one’s immediate supervisor.  Under some circumstances, it may
        be impractical or you may feel uncomfortable raising a matter with your
        supervisor.  In those instances, you are encouraged to contact our
        Chief Compliance Officer who will investigate and report the matter to the
        Board
        of Directors, as the circumstance dictates.  You will also be expected
        to cooperate in an investigation of a violation.
 
 Anyone
        who has a concern about our conduct, the conduct of an officer of Victoria
        Bay
        or our accounting, internal accounting controls or auditing matters, may
        communicate that concern to the Chief Compliance Officer or to the Audit
        Committee of the Board of Directors by direct communication with our Chairman
        of
        the Audit Committee or by e-mail or in writing.  All reported concerns
        shall be forwarded to the Audit Committee in the same way that other concerns
        are addressed by us.  The status of all outstanding concerns forwarded
        to the Audit Committee will be reported on a quarterly basis by ourChairman of the
        Audit
        Committees.  The Audit Committee may direct that certain matters be
        presented to the full Board of Directors and may also direct special treatment,
        including the retention of outside advisors or counsel, for any concern reported
        to it.
 
 All
        reports will be investigated and whenever possible, requests for confidentiality
        shall be honored.  And, while anonymous reports will be accepted,
        please understand that anonymity may hinder or impede the investigation of
        a
        report.  All cases of questionable activity or improper actions will
        be reviewed for appropriate action, discipline or corrective
        actions.  Whenever possible, we will keep confidential the identity of
        employees, officers or directors who are accused of violations, unless or
        until
        it has been determined that a violation has occurred.
 
 There
        will be no reprisal, retaliation or adverse action taken against any employee
        who, in good faith, reports or assists in the investigation of, a violation
        or
        suspected violation, or who makes an inquiry about the appropriateness of
        an
        anticipated or actual course of action.
 
 For
        reporting concerns about the conduct of Victoria Bay or any Fund, the conduct
        of
        an officer of Victoria Bay, or about accounting, internal accounting controls
        or
        auditing matters of Victoria Bay or any Fund, you may use the following means
        of
        communication:
 
 If
        to the
        Chief Compliance Officer:
 
 E-MAIL:                 howard@unitedstatesoilfund.com
 ADDRESS:           Chief
        Compliance Officer
 1320
        Harbor Bay Parkway Suite 145
 Alameda
        CA 94502
 
 6
 If
        to the
        Chairman of the Audit Committee:
 
 E-MAIL:                 victoriabay.director@gmail.com
 ADDRESS:           Audit
        Committee of the Board of Directors
 Malcolm
        R. Fobes III, Chairman of the
        Audit Committee
 475
        Milan
        Drive #103
 San
        Jose
        CA 95134-2453
 
 Sanctions
        for Code
        Violations
 
 All
        violations of the Code will result in appropriate corrective action, up to
        and
        including dismissal.  If the violation involves potentially criminal
        activity, the individual or individuals in question will be reported, as
        warranted, to the appropriate authorities.
 
 Application/Waivers
 
 All
        of
        the officers, directors, and employees are subject to this Code.  Any
        waiver of the Code for an officer or member of our Boards of Directors must
        be
        promptly disclosed to unitholders.
 
 
 
  7830673.2
 7
  APPENDIX
        A
 
 Victoria
          Bay Asset Management, LLC
 1320
          Harbor Parkway, Suite 145
 Alameda,
          California 94502
 
 Acknowledgment
        Regarding
 Code
        of Business Conduct and Ethics
 
 This
        acknowledgment is to be signed and returned to our Chief Compliance Officer,
        Howard Mah, and will be retained as part of your permanent personnel
        file.
 
 I
        have
        received a copy of Victoria Bay Asset Management, LLC’s Code of Business Conduct
        and Ethics, read it, and understand that the Code contains the expectations
        of
        Victoria Bay Asset Management, LLC regarding employee conduct.  I also
        understand that the Code is issued for informational purposes and that it
        is not
        intended to create, nor does it represent, a contract of
        employment.
 
 
 
 Employee's
                Name (Printed)Employee's
                SignatureDate
 
 
 The
        failure to read and/or sign this acknowledgment in no way relieves you of
        your
        responsibility to comply with Victoria Bay Asset Management, LLC’s Code of
        Business Conduct and Ethics.
  A-1