Exhibit
14.1
 
 
 
 
 
 
 
 
 
 
 UNITED
STATES COMMODITY FUNDS LLC
 
 CODE
OF BUSINESS
 CONDUCT
AND ETHICS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Adopted
March 1, 2006, Amended December 9, 2006,
 Further
Amended March 4, 2008, October 6, 2008
   
 
 
 TABLE
OF CONTENTS
 
 
 PageIntroduction
                    1Purpose
      of 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
      Acknowledgment
                    A-1
    ii
  
 CODE
OF BUSINESS CONDUCT AND ETHICS
 
 Introduction
 
 Ethics
are important to United States Commodity Funds LLC (the “Company”) and to each
member of our management, our investment professionals, and our
employees.  The Company is committed to the highest ethical standards
and to conducting business with the highest level of integrity.
 
 All
officers, directors and employees of the Company 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”), United States
      Gasoline Fund, LP (“USG”), and United States Short Oil Fund, LP (“USSO”)
      and any other fund for which the Company 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 the Company 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 our SEC reporting 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 disclose confidential information regarding the Company, our service
providers, the Funds, or our affiliates, unless disclosure is authorized or
required by law.  Confidential information includes all non-public
information that might be harmful to, or useful to the competitors of, the
Company, 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 the Company 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 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”).
   4
 
 Political
Contributions
 
 No funds of the Company 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 and CEO, is the sole contact for
media seeking information about the Company or any of the Funds.  Any
requests from the media must be referred to him.  Unless another
individual(s) is so authorized by the President and CEO.  In the event
the President and CEO and 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 the
    Company;
 
 ·
              Not
      use this information for personal benefit or the benefit of persons
      outside of the Company; 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 the Company 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 the Company’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 the Company 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 the Company or any Fund, the conduct of
an officer of the Company, or about accounting, internal accounting controls or
auditing matters of the Company or any Fund, you may use the following means of
communication:
  6
 If to the
Chief Compliance Officer:
 
 E-MAIL:
                  howard@unitedstatesoilfund.comADDRESS:
                  Chief
      Compliance Officer1320
      Harbor Bay Parkway Suite 145Alameda
      CA 94502
 
 If to the
Chairman of the Audit Committee:
 
 E-MAIL:
                  uscf.director@gmail.comADDRESS:
                  Audit
      Committee of the Board of DirectorsMalcolm
      R. Fobes III, Chairman of the Audit Committee475
      Milan Drive #103San
      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 this Code for an executive officer or director of the Company may only
be made by the Board of Directors or the Audit Committee.  Any waiver
of the Code for an officer or member of our Boards of Directors must be promptly
disclosed to unitholders.
 
 7
 
 
 APPENDIX
A
 
 United
States Commodity Funds 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 United States Commodity Funds LLC’s Code of Business Conduct
and Ethics, read it, and understand that the Code contains the expectations of
United States Commodity Funds 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 United States Commodity Funds LLC’s Code of
Business Conduct and Ethics.
   A -
1