As filed with
the Securities and Exchange Commission on December 7, 2020
Registration
No. 333-237337
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED STATES
GASOLINE FUND, LP
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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6770
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20-8837263
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(State or Other
Jurisdiction of
Incorporation or Organization)
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(Primary Standard
Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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United
States Commodity Funds LLC
1850 Mt. Diablo Boulevard, Suite 640
Walnut Creek, California 94596
510.522.9600
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Daphne
G. Frydman
1850 Mt. Diablo Boulevard, Suite 640
Walnut Creek, California 94596
510.522.9600
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(Address, Including
Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)
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(Name, Address,
Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copies
to:
James M. Cain, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, N.W., Suite 700
Washington, DC 20001-3980
202.383.0100
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box: x
If this Form
is filed to register additional securities for an offering pursuant to Rule 462(b) under Securities Act, please check the following
box and list the Securities Act registration statement of the earlier effective registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. x Registration No. 333-237337
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer o
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Accelerated filer
o
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Non-accelerated filer x
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Smaller reporting company o
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Emerging growth company
o
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If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. o
The registrant hereby amends this
Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities
and Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This Post-Effective
Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-237337) of United States Gasoline Fund, LP (the
“Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the
“Securities Act”), solely for the purpose of filing additional exhibits to the Registration Statement. Accordingly,
this Post-Effective Amendment No. 3 consists only of a facing page, this explanatory note and Part II of the Registration
Statement on Form S-1 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 3 does
not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective
Amendment No. 3 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents
of the Registration Statement are hereby incorporated by reference.
PART
II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
Set forth
below is an estimate (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts)
payable by the registrant in connection with the issuance and distribution of the shares pursuant to the prospectus contained
in this registration statement.
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Amount
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Amount SEC registration fee
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$
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141,429.45
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NYSE Arca Listing Fee (actual)
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$
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6,375
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FINRA filing fees (actual)
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N/A
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Blue Sky expenses
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N/A
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Auditor’s fees and expenses (estimate)
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$
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45,000
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Legal fees and expenses (estimate)
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$
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4,000
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Printing expenses (estimate)
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$
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22,000
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Total
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$
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218,804.45
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*Registration fees
were previously paid and are being applied to the shares registered under this registration statement, which are unsold shares
from a prior registration statement that are being carried forward to this registration statement pursuant to Rule 415(a)(6) under
the Securities Act.
Item
14. Indemnification of Directors and Officers
UGA shall,
to the fullest extent permitted by law, but only out of UGA assets, indemnify and hold harmless a general partner and each officer,
director, stockholder, partner, employee or agent thereof (including persons who serve at UGA’s request as directors, officers
or trustees of another organization in which UGA has an interest as a Unitholder, creditor or otherwise) and their respective
Legal Representatives and successors (hereinafter referred to as a “Covered Person”) against all liabilities
and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties,
and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or
other proceedings, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person
may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in
office or thereafter, by reason of an alleged act or omission as a general partner or director or officer thereof, or by reason
of its being or having been such a general partner, director or officer, except with respect to any matter as to which such Covered
Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the
reasonable believe that such Covered Person’s action was in the best interest of UGA, and except that no Covered Person
shall be indemnified against any liability to UGA or limited partners to which such Covered Person would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such
Covered Person’s office. Expenses, including counsel fees so incurred by any such Covered Person, may be paid from time
to time by UGA in advance of the final disposition of any such action, suit or proceeding on the condition that the amounts so
paid shall be repaid to UGA if it is ultimately determined that the indemnification of such expenses is not authorized hereunder.
As to any matter
disposed of by a compromise payment by any such Covered Person, pursuant to a consent decree or otherwise, no such indemnification
either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests
of UGA, after notice that it involved such indemnification by any disinterested person or persons to whom the questions may be
referred by United States Commodity Funds LLC (“USCF”) the general partner, provided that there has been obtained
an opinion in writing of independent legal counsel to the effect that such Covered Person appears to have acted in good faith
in the reasonable belief that his or her action was in the best interests of UGA and that such indemnification would not protect
such persons against any liability to UGA or its limited partners to which such person would otherwise by subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office.
Approval by
any disinterested person or persons shall not prevent the recovery from persons as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person’s
action was in the best interests of UGA or to have been liable to UGA or its limited partners by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office.
The right
of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be
entitled. An “interested Covered Person” is one against whom the action, suit or other proceeding on the same
or similar grounds is then or has been pending and a “disinterested person” is a person against whom none of
such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or
has been pending. Nothing contained in this provision shall affect any rights to indemnification to which personnel of a general
partner, other than directors and officers, and other persons may be entitled by contract or otherwise under law, nor the power
of UGA to purchase and maintain liability insurance on behalf of any such person.
Nothing
in this provision shall be construed to subject any Covered Person to any liability to which he is not already liable under this
Agreement or applicable law.
Each
limited partner agrees that it will not hold any Affiliate or any officer, director, stockholder, partner, employee or agent of
any Affiliate of USCF liable for any actions of USCF or any obligations arising under or in connection with this Agreement or
the transactions contemplated hereby.
Item
15. Recent Sales of Unregistered Securities
None.
Item
16. Exhibits
(a) Exhibits
(1)
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Incorporated by reference to Registrant’s
Registration Statement on Form S-1(File No. 333-142206), filed on April 18, 2007.
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(2)
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Incorporated by reference to Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 13, 2013.
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(3)
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Incorporated by reference to Registrant’s
Registration Statement on Form 8-K, filed on March 30, 2020.
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(4)
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Incorporated by reference to the Registrant’s
Current Report on Form 8-K, filed on October 24, 2011.
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(5)
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Incorporated by reference to Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 11, 2016.
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(6)
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Incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-195419) filed on March 31, 2016.
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(7)
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Incorporated by reference to Registrant’s
Registration Statement on Form S-1 (File No. 333- 162717) filed on October 28, 2009.
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(8)
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Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on December 15, 2017.
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(9)
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Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the Quarter ended September 30, 2009, filed on November 16, 2009.
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(10)
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Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on October 10, 2013.
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(11)
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Incorporated by reference to Pre-Effective
Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-237337) filed on April 23, 2020.
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(12)
(13)
(14)
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Incorporated
by reference to Registrant’s Current Report on Form 8-K, filed on May 29, 2020.
Incorporated by reference
to Registrant’s Current Report on Form 8-K, filed on June 9, 2020.
Incorporated by reference
to Registrant’s Current Report on Form 8-K, filed on December 7, 2020.
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(b)
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Financial Statement Schedules
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The financial statement schedules
are either not applicable or the required information is included in the financial statements and footnotes related thereto.
Item
17. Undertakings
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers
or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
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To include any material information with
respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement.
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Provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S–3 or Form
F–3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
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(2)
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That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3)
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To remove from registration by means of
a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:
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(i)
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If the registrant is subject to Rule 430C
(230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to
an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule
430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.
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(5)
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That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
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(ii)
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Any free writing prospectus relating to
the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or
on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer
in the offering made by the undersigned registrant to the purchaser.
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(b)
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The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
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(d)
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The undersigned registrant hereby undertakes:
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(1)
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To send to the trustee at least on an annual
basis a detailed statement of any transactions with the Sponsor or its affiliates, and of fees, commissions, compensation
and other benefits paid, or accrued to the Sponsor or its affiliates for the fiscal year completed, showing the amount paid
or accrued to each recipient and the services performed.
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(2)
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To provide to the trustee the financial
statements required by Form 10-K for the first full fiscal year of operations of the partnership.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 3 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut Creek, State of California,
on December 7, 2020.
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UNITED STATES GASOLINE FUND,
LP
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United States Commodity Funds
LLC
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as General Partner
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By:
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/s/ John
P. Love
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John P. Love
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President and Chief Executive Officer of
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United States Commodity Funds LLC
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the registration statement has been
signed by the following persons in the capacities and on the dates indicated. The document may be executed by signatories hereto
on any number of counterparts, all of which shall constitute one and the same instrument.
Signature
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Title
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Date
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/s/
John P. Love
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President,
Chief Executive Officer, and Management Director
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December 7,
2020
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John P.
Love
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(Principal
Executive Officer)
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/s/
Stuart P. Crumbaugh
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Chief Financial
Officer
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December
7, 2020
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Stuart P.
Crumbaugh
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(Principal
Financial and Accounting Officer)
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*
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Management
Director
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December
7, 2020
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Nicholas
D. Gerber
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*
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Management
Director
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December
7, 2020
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Andrew F
Ngim
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*
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Management
Director
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December
7, 2020
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Robert L.
Nguyen
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*
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Independent
Director
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December
7, 2020
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Peter M.
Robinson
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*
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Independent
Director
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December
7, 2020
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Gordon L.
Ellis
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*
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Independent
Director
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December
7, 2020
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Malcolm
R. Fobes III
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* Signed by John P. Love pursuant
a power of attorney signed by each individual on March 23, 2020.
Grafico Azioni United States Gasoline (AMEX:UGA)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni United States Gasoline (AMEX:UGA)
Storico
Da Giu 2023 a Giu 2024