Filed
pursuant to Rule 424(b)(3)
File No.333-142206
UNITED
STATES GASOLINE FUND, LP
_________________________________________
Supplement
dated May 11, 2009
to
Prospectus
dated April 30, 2009
___________________________________________________
This
supplement contains information which amends, supplements or modifies certain
information contained in the Prospectus of United States Gasoline Fund, LP dated
April 30, 2009, as supplemented.
You
should carefully consider the “Risk Factors” beginning on page 11 of the
Prospectus before you decide to invest.
The
Offering – Prior Performance of the General Partner and Affiliates (pages 35 and
44)
This supplement revises the following
information in the Prospectus with respect to the prior performance of United
States Heating Oil Fund, LP (“USHO”):
As of March 31, 2009, the total amount
of money raised by USHO from its Authorized Purchasers was
$19,744,061.
Who
are the Service Providers? (page 59)
This supplement replaces the third
paragraph under this heading with the following:
UGA also employs ALPS Distributors,
Inc. as a Marketing Agent, which is further discussed under “What is the Plan of
Distribution?” The General Partner pays ALPS Distributors Inc.’s
fees. In no event may the aggregate compensation paid to the
Marketing Agent and any affiliate of the General Partner for
distribution-related services in connection with the offering of units exceed
ten percent (10%) of the gross proceeds of the offering.
What
is the Plan of Distribution? – Marketing Agent and Authorized Purchasers (page
64)
This supplement replaces the first
paragraph under this heading with the following:
The offering of UGA’s units is a best
efforts offering. UGA is continuously offering Creation Baskets consisting of
100,000 units through the Marketing Agent, to Authorized Purchasers. Merrill
Lynch Professional Clearing Corp. was the initial Authorized Purchaser. The
initial Authorized Purchaser purchased the initial Creation Basket of 100,000
units at a per unit price of $50 on February 26, 2008. Authorized Purchasers pay
a $1,000 fee for each order to create one or more Creation Baskets. The
Marketing Agent receives, for its services as marketing agent to UGA, a
marketing fee of 0.06% on assets up to the first $3 billion and 0.04% on assets
in excess of $3 billion; provided, however, that in no event may the aggregate
compensation paid to the Marketing Agent and any affiliate of the General
Partner for distribution-related services in connection with this offering of
units exceed ten percent (10%) of the gross proceeds of this
offering.