26.  USO is a commodity pool and ETF designed to allow investors to gain exposure  to fluctuations in the price of oil.  Because most retail investors are not equipped to buy and sell  barrels of oil or authorized to trade oil futures contracts, they utilize ETFs such as USO to make  investments based on the price of oil and to gain investment exposure to fluctuations in spot oil  prices.   27.  The Fund’s investment objective is for the daily changes in percentage terms of  its per share NAV to reflect the daily changes in percentage terms of the spot price of WTI light,  sweet crude oil delivered to Cushing, Oklahoma.  The Fund measures changes in the spot price  of oil by reference to the daily changes in the price of specified short-term oil futures contracts— called the “Benchmark Oil Futures Contract”—plus interest earned on USO’s collateral holdings,  less USO’s expenses.   74.  Plaintiff brings this action as a class action pursuant to Federal Rule of Civil  Procedure 23(a) and (b)(3) on behalf of all persons who purchased USO shares pursuant to or  otherwise traceable to the Registration Statement (the “Class”).  Excluded from the Class are  Defendants, the officers and directors of the defendant companies, at all relevant times, members  of the immediate families of each of the Defendants, any person, firm, trust, corporation, officer,  director or other individual or entity in which any Defendant has a controlling interest or which  is related to or affiliated with any of the Defendants, and the legal representatives, agents, heirs,  successors or assigns and any such excluded party.   79.  Plaintiff repeats and realleges each and every allegation contained above.   80.  This Count is brought pursuant to § 11 of the 1933 Act, 15 U.S.C. § 77k, on behalf  of the Class, against all Defendants.   81.  This Count does not sound in fraud.  Plaintiff does not allege that Defendants had  scienter or fraudulent intent, which are not elements of a § 11 claim.   82.  The Registration Statement was inaccurate and misleading, contained untrue  statements of material fact, omitted to state other facts necessary to make the statements made not  misleading, and omitted to state material facts required to be stated therein.   83.  Defendants named herein were responsible for the contents and dissemination of  the Registration Statement.   84.  USO is the registrant for the Fund shares sold pursuant to or traceable to the  Registration Statement.  As the issuer of the shares, USO is strictly liable to Plaintiff and the Class  for the misstatements and omissions.   85.  Each of the Individual Defendants signed the Registration Statement and, for  some Individual Defendants, were also named in the Registration Statement as being directors or  persons performing similar functions.   86.  Each of the Underwriter Defendants qualifies as an “underwriter” under § 11 of  the 1933 Act.    87.  None of the Defendants named herein made a reasonable investigation or  possessed reasonable grounds for the belief that the statements contained in the Registration  Statement were true and without omissions of any material facts and were not misleading.    92.  Plaintiff repeats and realleges each and every allegation contained above.   93.  This Count is brought pursuant to § 15 of the 1933 Act against USO, the Sponsor,  and the Individual Defendants.   94.  This Count does not sound in fraud.  Plaintiff does not allege that Defendants had  scienter or fraudulent intent.   95.  The Individual Defendants were each control persons of USO by virtue of their  positions as directors, senior officers, and/or principals of the USO or the Sponsor.  The Individual  Defendants each had a series of direct and/or indirect business and/or personal relationships with  other directors and/or officers and/or principals of the USO and the Sponsor.  The Individual  Defendants signed the Registration Statement and were responsible for its contents.  The Sponsor  controlled USO as its commodity pool operator and fund manager.  USO and the Sponsor also  controlled the Individual Defendants and all of their employees.   Background to the Fund   For Violation of § 15 of the 1933 Act  Against USO, the Sponsor, and the Individual Defendants   For Violation of § 11 of the 1933 Act  Against All Defendants  