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










































































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
            7Applications/Waivers
            7AppendixCode
              Acknowledgment
            A-1








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.














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.










Employe'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