Unassociated Document


    UNITED
STATES GASOLINE FUND, LP

    MARKETING
AGENT AGREEMENT

    


    


    MARKETING
AGENT AGREEMENT (the “Agreement”) made as of February 15, 2008, by and among
United States Gasoline Fund, LP, a Delaware limited partnership (the “Fund”),
Victoria Bay Asset Management, LLC, a Delaware limited liability company, as
General Partner of the Fund (the “General Partner”) and ALPS Distributors, Inc.,
a Colorado corporation (the “Marketing Agent”).

    


    W I T N E
S S E T H :

    


    WHEREAS,
the Fund is governed by the Limited Partnership Agreement dated February 11,
2008, to be amended as of the date on which the first Creation Basket (as
defined below) is purchased (such agreement as it will be amended, the
“Partnership Agreement”) between the General Partner and the limited partners of
the Fund;

    


    WHEREAS,
the General Partner, on behalf of the Fund, has filed with the Securities and
Exchange Commission (the “Commission” or “SEC”) a registration statement on Form
S-1 (Registration No. 333-142206) and amendments thereto, including as part
thereof a prospectus (the “Prospectus”), under the Securities Act of 1933, as
amended (the “1933 Act”), the forms of which have heretofore been delivered to
the Marketing Agent;

    


    WHEREAS,
as described in the Prospectus and the authorized purchaser agreements to be
entered into by the General Partner and certain broker dealers from time to time
including the agreement with Merrill Lynch Professional Clearing Corp., dated
February __,  2008, in the form attached hereto as Exhibit A (each
such agreement, an “Authorized Purchaser Agreement”), units of fractional
undivided beneficial interest in and ownership of the limited partnership (the
“Units”) may be created or redeemed by an Authorized Purchaser in aggregations
of one hundred thousand (100,000) Units (each aggregation, a “Creation Basket”
or “Redemption Basket,” respectively; collectively, “Baskets”); and

    


    WHEREAS,
pursuant to the Partnership Agreement, the General Partner wishes to retain the
Marketing Agent to provide certain assistance with respect to the marketing of
the Units and in connection with the creation or redemption of the
Baskets;

    


    NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
the General Partner, the Fund and the Marketing Agent hereby agree as
follows:

    


    


    SECTION
1

    DEFINITIONS

    


    1.1         Definitions. In addition to
the other terms that are defined in this Agreement, the following terms shall
have the following meanings assigned to them. All other capitalized terms used
herein, but not otherwise defined herein, shall have the meanings assigned to
such terms in the Partnership Agreement.

    


    “Authorized Purchaser” means the
broker-dealer who enters into an Authorized Purchaser Agreement with the General
Partner, including the initial Authorized Purchaser, Merrill Lynch Professional
Clearing Corp.

    


    “Business Day” means any day other than
a day on which the American Stock Exchange, the New York Mercantile Exchange or
the New York Stock Exchange is closed for regular trading.

    


    “Control” means, with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

    


    “Governmental Entity” means any
supranational, national, state, local, foreign, political subdivision, court,
administrative agency, commission or department or other governmental authority
or instrumentality.

    


    “Law” means any law, statute, treaty,
rule, directive, regulation or guideline or Order of any Governmental
Entity.

    


    “Orders” means judgments, writs,
decrees, compliance agreements, injunctions or orders of any Governmental Entity
or arbitrator.

    


    “Person” shall be construed broadly and
shall include an individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or another entity, including a Governmental Entity
(or any department, agency or political subdivision thereof).

    


    “Preliminary Prospectus” means the
preliminary prospectus dated __________ relating to the Units and any other
prospectus dated prior to effectiveness of the Registration Statement relating
to the Units.

    


    “Prospectus” means, except when
otherwise specified, the prospectus, in the form filed by the General Partner on
behalf of the Fund with the Commission on or before the second business day
after the date hereof (or such earlier time as may be required under the 1933
Act) or, if no such filing is required, the form of final prospectus included in
the Registration Statement at the time it became effective.

    


    “Representative” means officers,
directors, employees, agents, attorneys, accountants and financial advisors of a
Person, as the case may be.

    


    “Registration Statement” means, except
when otherwise specified, the Fund’s registration statement on Form S-1 (File
No. 333-142206) filed by the General Partner with the Commission as amended when
it becomes effective under the 1933 Act, including all documents filed as a part
thereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
2

    REPRESENTATIONS
AND WARRANTIES

    OF THE
GENERAL PARTNER

    


    2.1         Representations and Warranties of the
General Partner. The General Partner, on its own behalf and in its
capacity as General Partner of the Fund, represents and warrants to, and agrees
with, the Marketing Agent that:

    


    
      	
               
      

            	
              (a)

            	
              At
      the time of purchase of a Creation Basket by an Authorized Purchaser under
      the Authorized Purchaser Agreement, the Registration Statement shall have
      become effective and no stop order of the SEC with respect thereto has
      been issued and no proceedings for such purpose have been instituted or,
      to the General Partner’s knowledge after due inquiry, is contemplated by
      the SEC; any Preliminary Prospectus provided to prospective investors, at
      the time of filing thereof, complied in all material respects to the
      requirements of the 1933 Act; the Registration Statement complies and will
      comply when it becomes effective and at the time of purchase of a Creation
      Basket by an Authorized Purchaser, in all material respects with the
      requirements of the 1933 Act and the Prospectus will comply, as of its
      date and at the time of purchase of a Creation Basket by an Authorized
      Purchaser, in all material respects with the requirements of the 1933 Act
      and any statutes, regulations, contracts or other documents that are
      required to be described in the Registration Statement or the Prospectus
      or to be filed as exhibits to the Registration Statement have been and
      will be so described or filed; the conditions to the use of Form S-1 have
      been satisfied; the Registration Statement does not and will not when it
      becomes effective and at the time of purchase of a Creation Basket by an
      Authorized Purchaser contain an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading and the Prospectus will not,
      as of its date and at the time of purchase of the Creation Baskets by the
      Authorized Purchaser, contain an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein, in light of the circumstances under which
      they were made, not misleading; provided, however, that the General
      Partner makes no warranty or representation with respect to any statement
      contained in any Preliminary Prospectus, the Registration Statement or any
      Prospectus in reliance upon and in conformity with information concerning
      the Marketing Agent and furnished in writing by or on behalf of the
      Marketing Agent to the General Partner expressly for use in the
      Registration Statement or such Prospectus; and the General Partner has not
      distributed nor will distribute any offering material in connection with
      the offering or creation of the Baskets by the Authorized Purchaser other
      than any Preliminary Prospectus provided to prospective investors, the
      Registration Statement or the
Prospectus;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              as
      of the date of this Agreement, and as of the time of purchase of a
      Creation Basket by an Authorized Purchaser, respectively, the statement of
      financial position as set forth in the section of the Registration
      Statement and the Prospectus entitled “Financial Condition of USNG”
      accurately reflects the financial condition of the Fund as of the date
      specified in such statement of financial
  position;

            


    

    


    
      	
               
      

            	
              (c)

            	
              at
      the time of purchase of a Creation Basket by an Authorized Purchaser, the
      Fund has been duly formed and is validly existing as a limited partnership
      under the laws of the State of Delaware, as described in the Registration
      Statement and the Prospectus;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      General Partner has been duly organized and is validly existing as a
      limited liability company in good standing under the laws of the State of
      Delaware, with full power and authority to conduct its business as
      described in the Registration Statement and the Prospectus, and has all
      requisite power and authority to execute and deliver this
      Agreement;

            


    

    


    
      	
               
      

            	
              (e)

            	
              each
      of the Fund and the General Partner is duly qualified and is in good
      standing in each jurisdiction where the conduct of its business requires
      such qualification;

            


    

    


    
      	
               
      

            	
              (f)

            	
              at
      the time of purchase of a Creation Basket by an Authorized Purchaser, the
      Units in a Creation Basket will have been duly and validly authorized and,
      when issued and delivered against payment therefor, will be duly and
      validly issued, fully paid and non-assessable and free of statutory and
      contractual preemptive rights, rights of first refusal and similar
      rights;

            


    

    


    
      	
               
      

            	
              (g)

            	
              at
      the time of purchase of a Creation Basket by an Authorized Purchaser, the
      Units will conform in all material respects to the description thereof
      contained in the Registration Statement and the Prospectus and the holders
      of the Units will not be subject to Personal liability by reason of being
      such holders, except as set forth in the Partnership Agreement as in
      effect at that time;

            


    

    


    
      	
               
      

            	
              (h)

            	
              this
      Agreement has been duly authorized, executed and delivered by the General
      Partner and constitutes the valid and binding obligations of the General
      Partner, enforceable against the General Partner in accordance with its
      terms;

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      General Partner is not in breach or violation of or in default under (nor
      has any event occurred which with notice, lapse of time or both would
      result in any breach or violation of, constitute a default under or give
      the holder of any indebtedness (or a Person acting on such holder’s
      behalf) the right to require the repurchase, redemption or repayment of
      all or a part of such indebtedness) its respective constitutive documents,
      or any indenture, mortgage, deed of trust, bank loan or credit agreement
      or other evidence of indebtedness, or any license, lease, contract or
      other agreement or instrument to which the General Partner is a party or
      by which any of them or any of their properties may be bound or affected,
      and the execution, delivery and performance of this Agreement, the
      issuance and sale of Units in Creation Baskets to the Authorized Purchaser
      and the consummation of the transactions contemplated hereby will not
      conflict with, result in any breach or violation of or constitute a
      default under (nor constitute any event which with notice, lapse of time
      or both would result in any breach or violation of or constitute a default
      under), respectively, the amended and restated limited liability company
      agreement of the General Partner, or any indenture, mortgage, deed of
      trust, bank loan or credit agreement or other evidence of indebtedness, or
      any license, lease, contract or other agreement or instrument to which the
      General Partner is a party or by which, respectively, the General Partner
      or any of its properties may be bound or affected, or any federal, state,
      local or foreign law, regulation or rule or any decree, judgment or order
      applicable to the General Partner;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (j)

            	
              no
      approval, authorization, consent or order of or filing with any federal,
      state, local or foreign governmental or regulatory commission, board,
      body, authority or agency is required in connection with the issuance and
      sale of the Units other than registration of the Units under the 1933 Act
      and the registration of the General Partner as a Commodity Pool Operator
      with the National Futures Association (the “NFA”) under the Commodities
      Exchange Act (the “CEA”) and the filing of the Prospectus with the NFA,
      which has been or will be effected, and any necessary qualification under
      the securities or blue sky laws of the various jurisdictions in which the
      Units are being offered or any requirements for listing under the rules
      and regulations of the American Stock Exchange
  (“AMEX”);

            


    

    


    
      	
               
      

            	
              (k)

            	
              except
      as set forth in the Registration Statement and the Prospectus (i) no
      Person has the right, contractual or otherwise, to cause the Fund to issue
      or sell to it any Units or other equity interests of the Fund, and (ii) no
      Person has the right to act as an underwriter or as a financial advisor to
      the Fund in connection with the offer and sale of the Units, in the case
      of each of the foregoing clauses (i), and (ii), whether as a result of the
      filing or effectiveness of the Registration Statement or the sale of the
      Units as contemplated thereby or otherwise; no Person has the right,
      contractual or otherwise, to cause the General Partner on behalf of the
      Fund or the Fund to register under the 1933 Act any other equity interests
      of the Fund, or to include any such units or interests in the Registration
      Statement or the offering contemplated thereby, whether as a result of the
      filing or effectiveness of the Registration Statement or the sale of the
      Units as contemplated thereby or
otherwise;

            


    

    


    
      	
               
      

            	
              (l)

            	
              the
      General Partner has all necessary licenses, authorizations, consents and
      approvals and has made all necessary filings required under any federal,
      state, local or foreign law, regulation or rule, and has obtained all
      necessary authorizations, consents and approvals from other Persons, in
      order to conduct its respective business; the General Partner is not in
      violation of, or in default under, or has received notice of any
      proceedings relating to revocation or modification of, any such license,
      authorization, consent or approval or any federal, state, local or foreign
      law, regulation or rule or any decree, order or judgment applicable to the
      General Partner;

            


    

    


    
      	 	
              (m)

            	
              all
      legal or governmental proceedings, affiliate transactions, off-balance
      sheet transactions, contracts, licenses, agreements, leases or documents
      of a character required to be described in the Registration Statement or
      the Prospectus or to be filed as exhibits to the Registration Statement
      have been so described or filed as
required;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (n)

            	
              except
      as set forth in the Registration Statement and the Prospectus, there are
      no actions, suits, claims, investigations or proceedings pending or
      threatened or, to the General Partner’s knowledge after due inquiry,
      contemplated to which the General Partner, or (to the extent that is or
      could be material in the context of the offering and sale of the Baskets
      to the Authorized Purchaser) any of the General Partner’s directors or
      officers, is or would be a party or of which any of their respective
      properties are or would be subject at law or in equity, before or by any
      federal, state, local or foreign governmental or regulatory commission,
      board, body, authority or agency;

            


    

    


    
      	
               
      

            	
              (o)

            	
              Spicer
      Jeffries LLP, whose report on the audited financial statements of the Fund
      is filed with the Commission as part of the Registration Statement and the
      Prospectus, are independent public accountants as required by the 1933
      Act;

            


    

    


    
      	
               
      

            	
              (p)

            	
              the
      audited financial statements included in the Prospectus, together with the
      related notes and schedules, present fairly the financial position of the
      Fund as of the date indicated and have been prepared in compliance with
      the requirements of the 1933 Act and in conformity with generally accepted
      accounting principles; there are no financial statements (historical or
      pro forma) that are required to be included in the Registration Statement
      and the Prospectus that are not included as required; and the Fund does
      not have any material liabilities or obligations, direct or contingent
      (including any off-balance sheet obligations), not disclosed in the
      Registration Statement and the
Prospectus;

            


    

    


    
      	
               
      

            	
              (q)

            	
              Subsequent
      to the respective dates as of which information is given in the
      Registration Statement and the Prospectus, and prior to the purchase by
      the Authorized Purchaser of the Baskets, there has not been (i) any
      material adverse change, (ii) any transaction which is material to the
      General Partner or the Fund taken as a whole, (iii) any obligation, direct
      or contingent (including any off-balance sheet obligations), incurred by
      the General Partner, which is material to the Fund, (iv) any change in the
      outstanding indebtedness of the General Partner or the Fund, or (v) any
      dividend or distribution of any kind declared, paid or made on the
      Units;

            


    

    


    
      	
               
      

            	
              (r)

            	
              the
      Fund is not and, after giving effect to the offering and sale of the
      Baskets, will not be an “investment company” or an entity “controlled” by
      an “investment company,” as such terms are defined in the Investment
      Company Act of 1940, as amended (the “Investment Company
      Act”);

            


    

    


    
      	
               
      

            	
              (s)

            	
              except
      as set forth in the Registration Statement and the Prospectus, the General
      Partner and the Fund own, or have obtained valid and enforceable licenses
      for, or other rights to use, the inventions, patent applications, patents,
      trademarks (both registered and unregistered), tradenames, copyrights,
      trade secrets and other proprietary information described in the
      Registration Statement and the Prospectus as being owned or licensed by
      them or which are necessary for the conduct of their respective
      businesses, (collectively, “Intellectual Property”); (i) except as set
      forth in the Registration Statement and the Prospectus, to the knowledge
      of the General Partner or the Fund, there are no third parties who have or
      will be able to establish rights to any Intellectual Property, except for
      the ownership rights of the owners of the Intellectual Property which is
      licensed to the General Partner or the Fund; (ii) to the knowledge of the
      General Partner or the Fund, there is no infringement by third parties of
      any Intellectual Property; (iii) there is no pending or, to the knowledge
      of the General Partner or the Fund, threatened action, suit, proceeding or
      claim by others challenging the General Partner’s or the Fund’s rights in
      or to any Intellectual Property, and the General Partner and the Fund are
      unaware of any facts which could form a reasonable basis for any such
      claim; (iv) there is no pending or, to the knowledge of the General
      Partner or the Fund, threatened action, suit, proceeding or claim by
      others challenging the validity or scope of any Intellectual Property; (v)
      there is no pending or, to the knowledge of the General Partner or the
      Fund, threatened action, suit, proceeding or claim by others that the
      General Partner or the Fund infringes or otherwise violates any patent,
      trademark, copyright, trade secret or other proprietary rights of others,
      and the General Partner and the Fund are unaware of any facts which could
      form a reasonable basis for any such claim; (vi) to the knowledge of the
      General Partner or the Fund, there is no patent or patent application that
      contains claims that interfere with the issued or pending claims of any of
      the Intellectual Property; and (vii) to the knowledge of the General
      Partner or the Fund, there is no prior art that may render any patent
      application licensed to the General Partner
  unpatentable;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (t)

            	
              all
      tax returns required to be filed by the General Partner have been filed,
      and all taxes and other assessments of a similar nature (whether imposed
      directly or through withholding) including any interest, additions to tax
      or penalties applicable thereto due or claimed to be due from such
      entities have been paid; and no tax returns or tax payments are due with
      respect to the Fund as of the date of this
  Agreement;

            


    

    


    
      	
               
      

            	
              (u)

            	
              the
      General Partner has not sent or received any communication regarding
      termination of, or intent not to renew, any of the contracts or agreements
      referred to or described in, or filed as an exhibit to, the Registration
      Statement, and no such termination or non-renewal has been threatened by
      the General Partner or any other party to any such contract or
      agreement;

            


    

    


    
      	
               
      

            	
              (v)

            	
              on
      behalf of the Fund, the General Partner has established and maintains
      disclosure controls and procedures (as such term is defined in Rule 13a-14
      and 15d-14 under the Exchange Act of 1934, as amended (the “Exchange
      Act”), giving effect to the rules and regulations, and SEC staff
      interpretations thereunder)); such disclosure controls and procedures are
      designed to ensure that material information relating to the Fund, is made
      known to the General Partner, and such disclosure controls and procedures
      are effective to perform the functions for which they were established; on
      behalf of the Fund, the General Partner has been advised of: (i) any
      significant deficiencies in the design or operation of internal controls
      which could adversely affect the Fund’s ability to record, process,
      summarize, and report financial data; and (ii) any fraud, whether or not
      material, that involves management or other employees who have a role in
      the Fund’s internal controls; and any material weaknesses in internal
      controls have been identified for the Fund’s
  auditors;

            


    

    


    
      	 	
              (w)

            	
              any
      statistical and market-related data included in the Registration Statement
      and the Prospectus are based on or derived from sources that the General
      Partner believes to be reliable and accurate, and the General Partner has
      obtained the written consent to the use of such data from such sources to
      the extent required; and

            


    

    


    
      	
               
      

            	
              (x)

            	
              neither
      the General Partner, nor any of the General Partner’s directors, members,
      officers, affiliates or controlling Persons has taken, directly or
      indirectly, any action designed, or which has constituted or might
      reasonably be expected to cause or result in, under the Exchange Act or
      otherwise, the stabilization or manipulation of the price of any security
      or asset of the Fund to facilitate the sale or resale of the Units; and to
      the General Partner’s knowledge after due inquiry, there are no
      affiliations or associations between any member of the AMEX and any of the
      General Partner’s officers, directors or 5% or greater securityholders,
      except as may be set forth in the Registration Statement and the
      Prospectus.

            
	 	 	 
	 	 	In
      addition, any certificate signed by any officer of the General Partner and
      delivered to the Marketing Agent or counsel for the Marketing Agent in
      connection with the offering of the Units shall be deemed to be a
      representation and warranty by the General Partner as to matters covered
      thereby, to the Marketing Agent. 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
3

    REPRESENTATIONS
OF THE MARKETING AGENT

    


    The
Marketing Agent represents and warrants and covenants the
following:

    


    3.1.        The
Marketing Agent (a) is either (i) registered as a broker-dealer under the
Exchange Act, and is a member in good standing of the Financial Industry
Regulatory Authority (“FINRA”), or (ii) exempt from being, or otherwise is not
required to be, licensed as a broker-dealer or a member of FINRA, and in either
case is qualified to act as a broker or dealer in the states or other
jurisdictions where the nature of its business so requires; and (b) has all
other necessary licenses, authorizations, consents and approvals and has made
all necessary filings required under any federal, state, local or foreign law,
regulation or rule, and has obtained all necessary authorizations, consents and
approvals from other Persons, in order to conduct its activities as contemplated
by this Agreement. The Marketing Agent will maintain any such registrations,
qualifications and membership in good standing and in full force and effect
throughout the term of this Agreement. The Marketing Agent will comply with all
applicable federal laws, including but not limited to, federal securities and
commodities laws, the laws of the states or other jurisdictions concerned, and
the rules and regulations promulgated thereunder, and with the Constitution,
By-Laws and Conduct Rules of FINRA (if it is a FINRA member) and, to the extent
applicable, the rules and regulations of the NFA, and is solely responsible for
determining the application of any such laws or regulations in all cases at its
own expense.  The Marketing Agent will not directly or indirectly
offer, sell or deliver Baskets in or from any state or jurisdiction where they
may not lawfully be offered, sold and/or delivered;

    


    3.2.        If
the Marketing Agent is offering or selling Units in jurisdictions outside the
several states, territories and possessions of the United States and is not
otherwise required to be registered, qualified or a member of FINRA as set forth
in Section 3.1 above, the Marketing Agent will (i) observe the applicable laws
of the jurisdiction in which such offer and/or sale is made, (ii) comply with
the full disclosure requirements of the 1933 Act, and the rules and regulations
promulgated thereunder, and (iii) conduct its business in accordance with the
spirit of FINRA Conduct Rules;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.3.        The
Marketing Agent is in compliance with the money laundering and related
provisions of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT
Act”), and the regulations promulgated thereunder, if the Marketing Agent is
subject to the requirements of the PATRIOT Act;

    


    3.4.        The
Marketing Agent agrees to comply with the prospectus delivery and disclosure
requirements of the 1933 Act, as well as the disclosure delivery requirements
under the CEA;

    


    3.5.        The
Marketing Agent (i) has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Colorado, with full
power and authority to conduct its business and has all requisite power and
authority to execute and deliver this Agreement and (ii) is duly qualified and
is in good standing in each jurisdiction where the conduct of its business
requires such qualification; and

    


    3.6.        This
Agreement has been duly authorized, executed and delivered by the Marketing
Agent and constitutes the valid and binding obligations of the Marketing Agent,
enforceable against the Marketing Agent in accordance with its
terms.

    


    


    SECTION
4

    EXCLUSIVE
MARKETING AGENT AND STRUCTURE OF THE FUND

    


    4.1         Appointment. The General
Partner hereby appoints the Marketing Agent as the exclusive marketing agent for
Units on the terms and for the periods set forth in this Agreement, and as set
forth in the Authorized Purchaser Agreements as may be entered into from time to
time.  The Marketing Agent hereby accepts such appointment and agrees
to act in such capacity hereunder.

    


    4.2         Name of the Fund; License. For
the term of this Agreement, the General Partner shall cause the name of the Fund
to be “United States Gasoline Fund, LP.”

    


    4.3        
Marketing Agent Fee. The
Marketing Agent shall be paid by the General Partner for the services of the
Marketing Agent as marketing agent to the Fund hereunder, a fee for its services
hereunder, calculated daily and payable monthly, as follows (the
“Fee”):

    


    
      	
              §  

            	
              .06%
      on the Fund’s assets up to
$3,000,000,000

            


    

    
      	
              §  

            	
              .04%
      on the Fund’s assets in excess of
$3,000,000,000

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
Marketing Agent will provide an annual marketing budget equal to 33% of the Fee
for purposes of marketing the Fund’s Units.  The above fees do not
include the following expenses, which will be billed back to the General
Partner: cost of placing advertisements in various periodicals; web construction
and development; or the printing and production of various marketing
materials.

    


    4.4         Expenses. Except as otherwise
expressly provided in this Agreement or agreed to in writing by the parties,
each party hereto shall bear its own fees and expenses incurred in connection
with this Agreement and the transactions contemplated hereby and thereby
(including, without limitation, the legal, accounting and due diligence fees,
costs and expenses incurred by such party).

    


    


    SECTION
5

    COVENANTS
OF THE GENERAL PARTNER

    


    5.1         Certain Covenants of the General
Partner. The General Partner, on its own behalf and in its capacity as
General Partner of the Fund, covenants and agrees:

    


    
      	
               
      

            	
              (a)

            	
              to
      furnish such information as may be required and otherwise to cooperate in
      qualifying the Units for offering and sale under the securities or blue
      sky laws of such states and foreign jurisdictions as the Marketing Agent
      may reasonably designate and to maintain such qualifications in effect so
      long as the Marketing Agent may request during the term of this Agreement;
      provided that the Fund shall not be required to qualify as a foreign
      corporation or to consent to the service of process under the laws of any
      such jurisdiction (except service of process with respect to the offering
      and sale of the Units); and to promptly advise the Marketing Agent of the
      receipt by the General Partner or the Fund of any notification with
      respect to the suspension of the qualification of the Units for sale in
      any jurisdiction or the initiation or threatening of any proceeding for
      such purpose;

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      take all necessary action to register the Units under the 1933 Act in
      order to sell the initial Creation Basket and take, from time to time,
      such steps, including payment of the related filing fees, as may be
      necessary to register additional Units under the 1933 Act to the end that
      all Units sold in additional Creation Baskets will be properly registered
      under the 1933 Act and to keep the Registration Statement effective and
      current during the term of this
Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              to
      make available to the Marketing Agent, as soon as practicable after the
      Registration Statement becomes effective, and thereafter from time to
      time, furnish to the Marketing Agent, as many copies of the Prospectus (or
      of the Prospectus as amended or supplemented if any amendments or
      supplements have been made thereto after the effective date of the
      Registration Statement) as the Marketing Agent may request for the
      purposes contemplated by the 1933
Act;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              to
      advise the Marketing Agent promptly and, if requested by the Marketing
      Agent, to confirm such advice in writing when the Registration Statement
      and any post-effective amendment thereto has become effective, and upon
      receipt of request from the Marketing Agent therefore, to file a
      post-effective amendment removing any reference to the Marketing Agent
      thereunder;

            


    

    


    
      	
               
      

            	
              (e)

            	
              to
      prepare, at the expense of the Fund, such amendments or supplements to the
      Registration Statement or the Prospectus and to file such amendments or
      supplements with the Commission, when and as required, by the 1933 Act,
      the Exchange Act, and the rules and regulations of the Commission
      thereunder, including if requested by the Marketing Agent; to advise the
      Marketing Agent promptly of any proposal to amend or supplement the
      Registration Statement or the Prospectus and to provide the Marketing
      Agent and the Marketing Agent’s counsel with copies of any such documents
      for review and comment within a reasonable amount of time prior to any
      proposed filing and to file no such amendment or supplement to which the
      Marketing Agent or its counsel shall reasonably object in writing; and to
      advise the Marketing Agent promptly, confirming such advice in writing, of
      any request by the Commission for amendments or supplements to the
      Registration Statement or the Prospectus or for additional information
      with respect thereto, or of notice of institution of proceedings for, or
      the entry of a stop order suspending the effectiveness of the Registration
      Statement and, if the Commission should enter a stop order suspending the
      effectiveness of the Registration Statement, to use its best efforts to
      obtain the lifting or removal of such order as soon as
      possible;

            


    

    


    
      	
               
      

            	
              (f)

            	
              to
      file promptly all reports and any information statement required to be
      filed by the Fund with the Commission in order to comply with the Exchange
      Act and the CEA subsequent to the date of the Prospectus and for so long
      as the term of this Agreement; and to provide the Marketing Agent and the
      Marketing Agent’s counsel with a copy of such reports and statements and
      other documents to be filed by the Fund pursuant to Section 13, 14 or
      15(d) of the Exchange Act (excluding filings under Rule 12b-25) and under
      17 C.F.R. §4.22 during such period for review and comment within a
      reasonable amount of time prior to any proposed filing and to file no such
      amendment or supplement to which the Marketing Agent or its counsel shall
      reasonably object in writing;

            


    

    


    
      	
               
      

            	
              (g)

            	
              if
      necessary or appropriate, to file a registration statement pursuant to
      Rule 462(b) under the 1933 Act;

            


    

    


    
      	
               
      

            	
              (h)

            	
              to
      advise the Marketing Agent promptly of the happening of any event during
      the term of this Agreement which could require the making of any change in
      the Prospectus then being used so that such Prospectus would not include
      an untrue statement of material fact or omit to state a material fact
      necessary to make the statements therein, in the light of the
      circumstances under which they are made, not misleading, and, during such
      time, to prepare and furnish, at the expense of the Fund, to the Marketing
      Agent promptly such amendments or supplements to such Prospectus as may be
      necessary to reflect any such
change;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              to
      furnish to the holders of the Fund’s Units as soon as practicable after
      the end of each fiscal year an annual report (including a balance sheet
      and statements of income and cash flow of the Fund for such fiscal year,
      accompanied by a copy of the certificate or report thereon of nationally
      recognized independent certified public
  accountants);

            


    

    


    
      	
               
      

            	
              (j)

            	
              to
      furnish to the Marketing Agent a copy of the Registration Statement, as
      initially filed with the Commission, and of all amendments thereto
      (including all exhibits thereto);

            


    

    


    
      	
               
      

            	
              (k)

            	
              to
      (1) furnish to the Marketing Agent promptly during the term of this
      Agreement (i) copies of any reports, proxy statements, or other
      communications which are sent to the holders of the Fund’s Units or shall
      from time to time publish or publicly disseminate, (ii) copies of all
      annual, quarterly and current reports filed with the Commission on Forms
      10-K, 10-Q and 8-K, or such other similar forms as may be designated by
      the Commission, (iii) copies of documents or reports filed with the AMEX,
      (iv) copies of documents or reports filed with the NFA and with the
      Commodity Futures Trading Commission, and (v) such other information as
      the Marketing Agent may reasonably request regarding the Fund; and (2)
      make available for inspection by the Marketing Agent, its attorneys,
      accountants and other advisors or agents, all financial and other records,
      pertinent corporate documents and properties, and cause the officers,
      directors and employees of the General Partner and independent accountants
      to supply all information reasonably requested by the Marketing Agent, its
      attorneys, accountants and other advisors and
  agents;

            


    

    


    
      	
               
      

            	
              (l)

            	
              to
      use its best efforts to cause the Units to be listed on the
      AMEX;

            


    

    


    
      	 	
              (m)

            	
              to
      furnish to the Marketing Agent (i) at the time of the purchase of the
      initial Creation Basket by the Initial Authorized Purchaser and
      (ii)  at such other times as the Marketing Agent reasonably
      requests, which may include when the Registration Statement or the
      Prospectus is amended or supplemented, and an opinion of Sutherland Asbill
      & Brennan LLP, counsel for the General Partner, addressed to the
      Marketing Agent and substantially in the form attached hereto as Exhibit
      B;

            


    

    


    
      	
               
      

            	
              (n)

            	
              to
      cause Spicer Jeffries LLP to deliver to the Marketing Agent (i) at the
      time of the effectiveness of the purchase of the Baskets by the Authorized
      Purchaser and (ii) at each time (A) the Registration Statement or the
      Prospectus is amended or supplemented by the filing of a post-effective
      amendment, (B) a new Registration Statement is filed to register
      additional Units in reliance on Rule 429, and there is financial
      information incorporated by reference into the Registration Statement or
      the Prospectus, letters dated such dates and addressed to the Marketing
      Agent, containing statements and information of the type ordinarily
      included in accountants’ letters to underwriters with respect to the
      financial statements and other financial information contained in or
      incorporated by reference into the Registration Statement and the
      Prospectus;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (o)

            	
              to
      deliver to the Marketing Agent (i) at the time of the effectiveness of the
      purchase of a Creation Basket by an Authorized Purchaser, (ii) at each
      time the Registration Statement or the Prospectus is amended or
      supplemented, (iii) at each time the Registration Statement or the
      Prospectus files any report, statement or other document pursuant to
      Section 13, 14 or 15(d) of the Exchange Act (excluding filings required by
      Rule 12b-25), and (iv) at such other times as the Marketing Agent
      reasonably requests, an officer’s certificate in the form attached as
      Exhibit D hereto;

            


    

    


    
      	
               
      

            	
              (p)

            	
              to
      furnish to the Marketing Agent (i) at the time of the effectiveness of the
      purchase of a Creation Basket by an Authorized Purchaser and (ii) at each
      time (A) the Registration Statement or the Prospectus is amended or
      supplemented, (iii) at each time the Fund files any report, statement or
      other document pursuant to Section 13, 14 or 15(d) of the Exchange Act
      (excluding filings required by Rule 12b-25), and (iv) at such other times
      as the Marketing Agent reasonably requests, such other documents and
      certificates as of such dates as the Marketing Agent may reasonably
      request; and

            


    

    


    
      	
               
      

            	
              (q)

            	
              to
      cause the Fund to file a post-effective amendment to the Registration
      Statement no less frequently than once per calendar quarter on or about
      the same time that the Fund files a quarterly or annual report pursuant to
      Section 13 or 15(d) of the Exchange Act (including the information
      contained in such report), until such time as the Fund’s reports filed
      pursuant to Section 13 or 15(d) of the Exchange Act are incorporated by
      reference in the Registration
Statement.

            


    

    


    For the purposes of this Section 5.1,
the term “Registration Statement” shall mean the Registration Statement as
amended or supplemented from time to time to and including the date as of which
the relevant representation is made, and the term “Prospectus” shall mean the
Prospectus as amended or supplemented from time to time to and including the
date as of which the relevant covenant is made.

    


    SECTION
6

    MARKETING
PLAN DEVELOPMENT

    AND
MARKETING AGENT COVENANTS

    


    6.1         Pre-Launch
Development.

    


    
      	
               
      

            	
              (a)

            	
              The
      General Partner and the Marketing Agent will develop the Fund and its
      marketing plan prior to the effective date of the Registration Statement
      in accordance with the provisions of this Section 6.1 and the marketing
      strategy as described in Exhibit C.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      General Partner and the Marketing Agent will use commercially reasonable
      efforts to commit sufficient resources to finalize the Registration
      Statement and the governing documents of the Fund and the Fund’s service
      providers, communicate with the Commission to obtain approval of the
      Registration Statement and communicate with the AMEX to obtain approval of
      the listing of the Units on the
AMEX.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.2         Post-Launch
Activities.

    


    
      	
               
      

            	
              (a)

            	
              The
      General Partner and the Marketing Agent will market the Fund and the Units
      on an ongoing basis after the Registration Statement is declared effective
      and the Units have been listed on the AMEX in accordance with the
      provisions of this Section 6.2.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Subject
      to necessary regulatory approvals and compliance with all applicable legal
      and regulatory requirements, the Marketing Agent
  shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      good faith, and subject to existing market conditions, use
      commercially-reasonable efforts to market the Fund;
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              include
      gasoline in strategic and tactical research of the Marketing
      Agent.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Marketing Agent shall provide the General Partner with copies of all
      written marketing materials distributed by it connected with the
      Fund.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Marketing Agent shall process orders for Baskets as set forth in the
      Authorized Purchaser Agreement.

            


    

    


    6.3         Joint Reviews.

    


    
      	
               
      

            	
              (a)

            	
              In
      order to oversee the pre-launch development and post-launch performance of
      the Fund on a regular basis, the parties
shall:

            


    

    


    
      	 	
              (i)  

            	
              conduct
      at least once each calendar quarter in which the annual review described
      in clause (ii) below is not conducted, a review of the performance of the
      Fund, with such review to include the senior management of the General
      Partner and the senior management of the Marketing Agent and to cover such
      topics as asset growth/decline, sales strategy, new business efforts, new
      product initiatives and stock exchange trading activity;
    and

            


    

    


    
      	 	
              (ii)  

            	
              conduct
      at least once each calendar year, a review of the overall performance of
      the Fund, which will include a review of the most recent quarterly period,
      with such review to include the chief executive officer of the General
      Partner and senior management of the Marketing Agent and to cover such
      topics as strategic direction and new business
  initiatives.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Prior
      to each of the quarterly and annual reviews which will take place pursuant
      to this Section 6.3, the General Partner and the Marketing Agent will
      jointly prepare and circulate among the parties, a report covering the
      quarterly or annual period which is the subject of each review, with such
      report to cover such topics described
above.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.4         Information Provided to Marketing
Agent. In performing its duties hereunder, the Marketing Agent shall be
entitled to rely on and shall not be responsible in any way for information
provided to it by the General Partner and its service providers and shall not be
liable or responsible for the errors and omissions of such service providers,
provided that the foregoing shall not be construed to protect the Marketing
Agent against any liability to the General Partner or the Fund to which the
Marketing Agent would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this
Agreement.

    


    6.5         Conditions to Marketing Agent’s
Obligations. The obligations of the Marketing Agent hereunder are subject
in the Marketing Agent’s discretion, to the condition that (i) all
representations and warranties and other statements of the General Partner
herein or delivered pursuant hereto be true and correct (a) at and as of the
date made, (b) at the time of the purchase of the Baskets by the Authorized
Purchaser, (c) at each time the Registration Statement or the Prospectus is
amended or supplemented, (d) at each time the Fund files any report, statement
or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act
(excluding filings under Rule 12b-25), (e) at each time the Fund issues any
Baskets and (f) at such other times the Marketing Agent reasonably requests, in
each case as though made at and as of such dates, and the General Partner agrees
that all such representations, warranties and other statements are expressly
made on and as of such dates (except, in all cases, that such representations,
warranties and statements relating to the Registration Statement and the
Prospectus shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to such date) and (ii) the General
Partner shall have performed all of its covenants, agreements and obligations
hereunder theretofore to be performed in all respects. The respective
indemnities, agreements, representations, warranties and other statements by the
General Partner set forth in or made pursuant to this Agreement shall remain in
full force and effect regardless of any investigation (or any statement as to
the results thereof) made by or on behalf of the Marketing Agent or any
controlling Person of the Marketing Agent, or the General Partner, or any
officer or director or any controlling Person thereof, and shall survive the
execution, delivery, performance and termination of this Agreement.

    


    


    SECTION
7

    INDEMNIFICATION

    


    7.1         Indemnification of Marketing
Agent. The General Partner agrees to indemnify, defend and hold harmless
the Marketing Agent, its partners, stockholders, members, directors, officers
and employees of the foregoing, and the successors and assigns of all of the
foregoing Persons, from and against any loss, damage, expense, liability or
claim (including the reasonable cost of investigation) which the Marketing Agent
or any such Person may incur under the 1933 Act, the Exchange Act, the common
law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              any
      untrue statement or alleged untrue statement of a material fact contained
      in the Registration Statement (or in the Registration Statement as amended
      or supplement) or in a Prospectus (the term Prospectus for the purpose of
      this Section 7 being deemed to include the Prospectus and the Prospectus
      as amended or supplemented), or arises out of or is based upon any
      omission or alleged omission to state a material fact required to be
      stated in either such Registration Statement or such Prospectus or
      necessary to make the statements made therein not misleading, except
      insofar as any such loss, damage, expense, liability or claim arises out
      of or is based upon any untrue statement or alleged untrue statement of a
      material fact contained in and in conformity with information concerning
      the Marketing Agent furnished in writing by or on behalf of the Marketing
      Agent to the General Partner expressly for use in such Registration
      Statement or such Prospectus;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      untrue statement or alleged untrue statement of a material fact or breach
      by the General Partner of any representation or warranty contained in
      Section 2 hereof or in any certificate delivered by the General Partner
      pursuant to paragraph (o) of Section 5.1
hereof;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      failure by the General Partner to perform when and as required any
      agreement or covenant contained
herein;

            


    

    


    
      	
               
      

            	
              (d)

            	
              any
      untrue statement of any material fact contained in any audio or visual
      materials provided by the General Partner or based upon written
      information furnished by or on behalf of the General Partner including,
      without limitation, slides, videos, films or tape recordings used in
      connection with the marketing of the
Units;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      Marketing Agent’s performance of its duties under this Agreement except in
      the case of this clause (e), for any loss, damage, expense, liability or
      claim resulting from the gross negligence or willful misconduct of the
      Marketing Agent; provided, however, that the indemnity agreement contained
      in clause (a) above with respect to any amended Preliminary Prospectus
      shall not inure to the benefit of the Marketing Agent (or to the benefit
      of any Person controlling the Marketing Agent) from whom the Person
      asserting any such loss, damage, expense, liability or claim purchased the
      Units which is the subject thereof if the Prospectus corrected any such
      alleged untrue statement or omission in any case where the Marketing Agent
      was required to send or give a copy of the Prospectus to such Person by
      the 1933 Act, the General Partner had notified the Marketing Agent of the
      amendment or supplement prior to the sending of the written confirmation
      of sale and the Marketing Agent failed to send or give a copy of the
      Prospectus to such Person, unless the failure is the result of
      noncompliance by the General Partner with paragraph (c) of Section 5.1
      hereof.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In no
case is the indemnity of the General Partner in favor of the Marketing Agent and
such other Persons as are specified in this Section 7.1 to be deemed to protect
the Marketing Agent and such Persons against any liability to the General
Partner or the Fund to which the Marketing Agent would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.

    


    If any
action, suit or proceeding (each, a “Proceeding”) is brought against the
Marketing Agent or any such Person in respect of which indemnity may be sought
against the General Partner pursuant to the foregoing paragraph, the Marketing
Agent or such Person shall promptly notify the General Partner in writing of the
institution of such Proceeding and the General Partner shall assume the defense
of such Proceeding, including the employment of counsel reasonably satisfactory
to such indemnified party and payment of all fees and expenses; provided,
however, that the omission to so notify the General Partner shall not relieve
the General Partner from any liability which it may have to the Marketing Agent
or any such Person except to the extent that it has been materially prejudiced
by such failure and has not otherwise learned of such Proceeding. The Marketing
Agent or such Person shall have the right to employ its or their own counsel in
any such case, but the fees and expenses of such counsel shall be at the expense
of the Marketing Agent or of such Person unless the employment of such counsel
shall have been authorized in writing by the General Partner in connection with
the defense of such Proceeding or the General Partner shall not have, within a
reasonable period of time in light of the circumstances, employed counsel to
have charge of the defense of such Proceeding or such indemnified party or
parties shall have reasonably concluded that there may be defenses available to
it or them which are different from, additional to or in conflict with those
available to the General Partner (in which case the General Partner shall not
have the right to direct the defense of such Proceeding on behalf of the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the General Partner and paid as incurred (it being understood,
however, that the General Partner shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one
Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified parties who are parties to such
Proceeding).

    


    The
General Partner shall not be liable for any settlement of any Proceeding
effected without the General Partner’s written consent but if settled with the
General Partner’s written consent, the General Partner agrees to indemnify and
hold harmless the Marketing Agent and any such Person from and against any loss
or liability by reason of such settlement. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second sentence of this paragraph, then the
indemnifying party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 Business Days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall not have fully
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement and (iii) such indemnified party shall have given the
indemnifying party at least 30 Business Days’ prior notice of its intention to
settle. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened Proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such Proceeding and does
not include an admission of fault, culpability or a failure to act, by or on
behalf of such indemnified party.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.2         The
Marketing Agent agrees to indemnify, defend and hold harmless each of the Fund,
the General Partner and its partners, holders of Units, members, directors,
officers, employees and any Person who controls the General Partner within the
meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act, and the
successors and assigns of all of the foregoing Persons, from and against any
loss, damage, expense, liability or claim (including the reasonable cost of
investigation) which the General Partner any such Person may incur under the
1933 Act, the Exchange Act, the common law or otherwise, insofar as such loss,
damage, expense, liability or claim arises out of or is based upon any untrue
statement or alleged untrue statement of a material fact contained in and in
conformity with information furnished in writing by or on behalf of the
Marketing Agent to the General Partner expressly for use in the Registration
Statement (or in the Registration Statement as amended or supplemented by any
post-effective amendment thereof) or in a Prospectus, or arises out of or is
based upon any omission or alleged omission to state a material fact in
connection with such information required to be stated in such Registration
Statement or such Prospectus or necessary to make such information not
misleading.

    


    The
Marketing Agent will also indemnify the General Partner as stated above insofar
as such loss, damage, expense, liability or claim arises out of or is based upon
the Marketing Agent’s performance of its duties under this Agreement, except in
the case of any loss, damage, expense, liability or claim resulting from the
gross negligence or willful misconduct of the General Partner.  In no
case is the indemnity of the Marketing Agent in favor of the General Partner to
be deemed to protect the General Partner and such Persons against any liability
to the Marketing Agent to which the General Partner would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

    


    If any
Proceeding is brought against the General Partner or any Person referred to in
the preceding paragraph in respect of which indemnity may be sought against the
Marketing Agent pursuant to the foregoing paragraph, the General Partner or such
Person shall promptly notify the Marketing Agent in writing of the institution
of such Proceeding and the Marketing Agent shall assume the defense of such
Proceeding, including the employment of counsel reasonably satisfactory to such
indemnified party and payment of all fees and expenses; provided, however, that
the omission to so notify the Marketing Agent shall not relieve the Marketing
Agent from any liability which it may have to the General Partner or any such
Person except to the extent that it has been materially prejudiced by such
failure and has not otherwise learned of such Proceeding.  The General
Partner or such Person shall have the right to employ their own counsel in any
such case, but the fees and expenses of such counsel shall be at the expense of
the General Partner or such Person unless the employment of such counsel shall
have been authorized in writing by the Marketing Agent in connection with the
defense of such Proceeding or the Marketing Agent shall not have, within a
reasonable period of time in light of the circumstances, employed counsel to
defend such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to or in conflict with those available to the
Marketing Agent (in which case the Marketing Agent shall not have the right to
direct the defense of such Proceeding on behalf of the indemnified party or
parties, but the Marketing Agent may employ counsel and participate in the
defense thereof but the fees and expenses of such counsel shall be at the
expense of the Marketing Agent), in any of which events such fees and expenses
shall be borne by the Marketing Agent and paid as incurred (it being understood,
however, that the Marketing Agent shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one
Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified parties who are parties to such
Proceeding).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
Marketing Agent shall not be liable for any settlement of any such Proceeding
effected without the written consent of the Marketing Agent but if settled with
the written consent of the Marketing Agent, the Marketing Agent agrees to
indemnify and hold harmless the General Partner and any such Person from and
against any loss or liability by reason of such settlement. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second sentence of this paragraph, then the
indemnifying party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 Business Days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such
settlement and (iii) such indemnified party shall have given the indemnifying
party at least 30 Business Days’ prior notice of its intention to settle. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened Proceeding in respect
of which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such Proceeding.

    


    7.3         The
indemnity agreements contained in this Section 7 and the covenants, warranties
and representations of the General Partner contained in this Agreement shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Marketing Agent, its partners, stockholders, members, directors,
officers, employees and or any Person (including each partner, stockholder,
member, director, officer or employee of such Person) who controls the Marketing
Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the
Exchange Act, or by or on behalf of each of the General Partner, the Fund, their
partners, stockholders, members, directors, officers, employees or any Person
who controls the General Partner or the Fund within the meaning of Section 15 of
the 1933 Act or Section 20 of the Exchange Act, and shall survive any
termination of this Agreement or the initial issuance and delivery of the Units.
The General Partner and the Marketing Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the General
Partner, against any of the General Partner’s officers or directors in
connection with the issuance and sale of the Units, or in connection with the
Registration Statement or the Prospectus.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
8

    DURATION

    


    This
Agreement shall become effective on the date hereof and continue for an initial
term of one (1) year from the date of this Agreement and will include any
renewal term of this Agreement and will last until the expiration of this
Agreement or the earlier termination of this Agreement in accordance with its
terms (the “Term”). This Agreement will automatically be renewed for successive
one (1) year periods unless, no later than thirty (30) calendar days prior to
the end of the then-current Term, either the Marketing Agent, on the one hand,
or the General Partner, on the other hand, elects to terminate this Agreement by
delivering written notice thereof to the other party.  Notwithstanding
the foregoing, this Agreement may be terminated by any party upon written notice
to the other parties if (a) the Fund is terminated, (b) any other party becomes
insolvent or bankrupt or files a voluntary petition, or is subject to an
involuntary petition, in bankruptcy or attempts to or makes an assignment for
the benefit of its creditors or consents to the appointment of a trustee or
receiver, provided that the General Partner may not terminate this Agreement
pursuant to this provision if the event relates to the General Partner or the
Fund or (c) any other party willfully and materially breaches its obligations
under this Agreement and such breach has not been cured to the reasonable
satisfaction of the non-breaching party prior to the expiration of ninety (90)
days after notice by the non-breaching party to the breaching party of such
breach.

    


    


    SECTION
9

    CONFIDENTIALITY

    


    9.1         Confidentiality.

    


    
      	
               
      

            	
              (a)

            	
              The
      General Partner and the Marketing Agent shall during the Term and for one
      (1) year thereafter maintain in confidence, use only for the purposes
      provided for in this Agreement, and not disclose to any third party,
      without first obtaining the other party’s consent in writing, any and all
      Confidential Information (as defined below) such party receives from the
      other party; provided, however, that either party may disclose
      Confidential Information received from the other party to those of its
      Representatives as may be necessary for such party to carry out its
      obligations under this Agreement.

            


    

    


    
      	
               
      

            	
              “Confidential
      Information” shall mean all information or data of a party that is
      disclosed to or received by the other party, whether orally, visually or
      in writing, in any form, including, without limitation, information or
      data which relates to such party’s business or operations, research and
      development, marketing plans or activities, or actual or potential
      products.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the provisions of this Agreement to the contrary, a party shall have no
      liability to the other party for the disclosure or use of any Confidential
      Information of the other party if the Confidential
      Information:

            


    

    


    
      	
               
      

            	
              (i)

            	
              is
      known to such party at the time of disclosure other than as the result of
      a breach of this Section 9 by such
party;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              has
      been or becomes publicly known, other than as the result of a breach of
      this Section 9 by such party, or has been or is publicly disclosed by the
      other party;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              is
      received by such party after the date of this Agreement from a third party
      (unless such third party breaches an obligation of confidentiality to the
      other party); or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              is
      required to be disclosed by Law or similar compulsion or in connection
      with any legal proceeding, provided that such party shall promptly inform
      the other party in writing of such requirement and that such disclosure
      shall be limited to the extent so required and, except to the extent
      prohibited by Law, such party shall reasonably cooperate with the other
      party (at the expense of the other party) in seeking a protective order or
      other suitable confidentiality
protections.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      parties recognize and acknowledge that a breach or threatened breach by a
      party of the provisions of this Section 9 may cause irreparable and
      material loss and damage to the other party which cannot be adequately
      remedied at law and that, accordingly, in addition to, and not in lieu of,
      any damages or other remedy to which the non-breaching party may be
      entitled, the issuance of an injunction or other equitable remedy (without
      the requirement that a bond or other security be posted) is an appropriate
      remedy for the non-breaching party for any breach or threatened breach of
      the obligations set forth in this Section
9.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Each
      party agrees that it will use the same degree of care, but no less than a
      reasonable degree of care, in safeguarding the Confidential Information of
      the other party as it uses for its own Confidential Information of a
      similar nature. Each party shall promptly notify the other party in
      writing of any misuse, misappropriation or unauthorized disclosure of the
      Confidential Information of the other party which may come to such party’s
      attention.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Upon
      the termination of this Agreement, if requested in writing by a party, the
      other party shall, at such party’s option, promptly destroy or return to
      the party all Confidential Information received from the other party, all
      copies and extracts of such Confidential Information and all documents or
      other media containing any such Confidential
  Information.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
10

    MISCELLANEOUS

    


    10.1       No Third Party Beneficiaries.
This Agreement shall not confer any rights or remedies upon any Person other
than the parties hereto, the indemnities referred to in this Agreement and their
respective successors and assigns.

    


    10.2       Entire Agreement. This
Agreement (including any schedules and exhibits attached hereto and thereto)
contains all of the agreements among the parties hereto and thereto with respect
to the transactions contemplated hereby and thereby and supersedes all prior
agreements or understandings, whether written or oral, among the parties with
respect thereto.

    


    10.3       Amendment and Modification.
This Agreement may be amended, modified or supplemented only by a written
instrument executed by all the parties.

    


    10.4       Successors and Assigns;
Assignment. All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. This Agreement shall not be assigned by any
party without the prior written consent of the other parties and any assignment
without such consent shall be null and void.

    


    10.5       Waiver of Compliance. Except
as otherwise provided in this Agreement, any failure of any of the parties to
comply with any obligation, covenant, agreement or condition herein may be
waived by the party entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but any such waiver, or the
failure to insist upon strict compliance with any obligation, covenant,
agreement or condition herein, shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure or breach.

    


    10.6       Severability. The parties
hereto desire that the provisions of this Agreement be enforced to the fullest
extent permissible under the Law and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, in the event that any
provision of this Agreement would be held in any jurisdiction to be invalid,
prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing, if such
provision could be more narrowly drawn so as not to be invalid, prohibited or
unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so
narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.

    


    10.7       Notices. All notices, waivers,
or other communications pursuant to this Agreement shall be in writing and shall
be deemed to be sufficient if delivered Personally, by facsimile (and, if sent
by facsimile, followed by delivery by nationally-recognized express courier),
sent by nationally-recognized express courier or mailed by registered or
certified mail (return receipt requested), postage prepaid, to the parties at
the following addresses (or at such other address for a party as shall be
specified by like notice):

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a)        if
to General Partner, to:

    


    Victoria Bay Asset Management,
LLC

    c/o Nicholas D. Gerber

    P.O. Box 6919

    Moraga,
CA  94570

    


    (b)        if
to the Marketing Agent, to:

    


    ALPS Distributors, Inc.

    1625 Broadway, Suite 2200

    Denver, CO 80202

    Attention: General Counsel

    


    All such notices and other
communications shall be deemed to have been delivered and received (i) in the
case of Personal delivery or delivery by facsimile or e-mail, on the date of
such delivery if delivered during business hours on a Business Day or, if not
delivered during business hours on a Business Day, the first Business Day
thereafter, (ii) in the case of delivery by nationally-recognized express
courier, on the first Business Day following dispatch, and (iii) in the case of
mailing, on the third Business Day following such mailing.

    


    10.8       Governing Law;
Jurisdiction.

    


    
      	
               
      

            	
              (a)

            	
              All
      questions concerning the construction, interpretation and validity of this
      Agreement shall be governed by, and construed and enforced in accordance
      with, the domestic laws of the State of New York, without giving effect to
      any choice or conflict of law provision or rule (whether in the State of
      New York or any other jurisdiction) that would cause the application of
      the laws of any jurisdiction other than the State of New York. In
      furtherance of the foregoing, the internal law of the State of New York
      will control the interpretation and construction of this Agreement, even
      if under such jurisdiction’s choice of law or conflict of law analysis,
      the substantive law of some other jurisdiction would ordinarily or
      necessarily apply.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Each
      party irrevocably consents and agrees, for the benefit of the other
      parties, that any legal action, suit or proceeding against it with respect
      to its obligations, liabilities or any other matter arising out of or in
      connection with this Agreement may be brought in the courts of the State
      of New York and hereby irrevocably consents and submits to the
      non-exclusive jurisdiction of each such court in Personam, generally and
      unconditionally with respect to any action, suit or proceeding for itself
      and in respect of its properties, assets and revenues. Each party
      irrevocably waives any immunity to jurisdiction to which it may otherwise
      be entitled or become entitled (including sovereign immunity, immunity to
      pre-judgment attachment and execution) in any legal suit, action or
      proceeding against it arising out of or based on this Agreement or the
      transactions contemplated hereby or thereby which is instituted in any
      court of the State of New York.

            


    

    


    The
provisions of this Section 10.8 shall survive any termination of this Agreement,
in whole or in part.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.9       No Partnership. Nothing in
this Agreement is intended to, or will be construed to constitute the General
Partner or the Fund, on the one hand, and the Marketing Agent, on the other
hand, as partners or joint venturers; it being intended that the relationship
between them will at all times be that of independent contractors.

    


    10.10     Force Majeure. Neither party
will be liable to any other party for any delay or failure to perform its
obligations under this Agreement (except for the payment of money) if such delay
or failure arises from or is due to any cause or causes beyond the reasonable
control of the party affected which impedes, delays or aggravates any obligation
under this Agreement, including, without limitation, acts of God, acts of any
Governmental Entity, labor disturbances, act of terrorism or act of public enemy
due to war, the outbreak or escalation of hostilities, riot, fire, flood, civil
commotion, insurrection, severe or adverse weather conditions, power failure or
computer or communications line failure.

    


    10.11     Interpretation. The article
and section headings contained in this Agreement are solely for the purpose of
reference, are not part of the agreement of the parties and shall not in any way
affect the meaning or interpretation of this Agreement.

    


    10.12     No Strict Construction. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction will
be applied against any party.

    


    10.13     Counterparts; Facsimile
Signatures. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.  Facsimile counterpart
signatures to this Agreement shall be acceptable and binding.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
day and year first written above.

    


    
      
        	VICTORIA BAY ASSET MANAGEMENT,
      LLC 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	/s/ Howard
    Mah	 	 	
              	 
	
                Name:
      Howard Mah

              	 	 	
                 

              	 
	
                

                  Title:
      Management Director

                

              	 	 	
                 

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	UNITED STATES GASOLINE FUND,
      LP 	 	 	 	 
	
                By:
      Victoria Bay Asset Management, LLC, as General
    Partner 

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	/s/ Howard
    Mah	 	 	 	 
	Name: Howard
      Mah	 	 	 	 
	Title: Management
      Director	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	ALPS DISTRIBUTORS,
      INC. 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	/s/
      Edmund J. Burke 	 	 	 	 
	Name: Edmund
      J. Burke 	 	 	 	 
	Title: President	 	 	 	 
	 	 	 	 	 


      



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
A

    


    


    FORM
OF

    UNITED
STATES GASOLINE FUND, LP

    AUTHORIZED
PURCHASER AGREEMENT

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    EXHIBIT
B

    FORM
OF SUTHERLAND ASBILL & BRENNAN LLP OPINION

    


    


    


    [TO BE
PROVIDED]

    


     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    EXHIBIT
C

    MARKETING
STRATEGY OF

    ALPS
DISTRIBUTORS, INC. (“ALPS”)

    


    ALPS
agrees to carry out the following duties.

    


    
      	
              (a) 

            	
              ALPS
      senior management will:

            


    

    


    
      	
              ·  

            	
              Develop
      an overall strategic sales and marketing plan with the National Accounts
      Manager of ALPS, the Fund and the General
  Partner.

            


    

    
      	
              ·  

            	
              Supervise
      sales related activities.

            


    

    
      	
              ·  

            	
              Participate
      in field sales activities.

            


    

    


    
      	
              (b)  

            	
              ALPS
      will provide a dedicated National Accounts Manager on a full-time basis
      who will:

            


    

                                                 



    
      	
              ·  

            	
              Implement
      a tactical sales strategy.

            


    

    
      	
              ·  

            	
              Establish
      home office contacts with targeted
  broker/dealers.

            


    

    
      	
              ·  

            	
              Develop
      product education presentations.

            


    

    
      	
              ·  

            	
              Conduct
      product education presentations with fee based financial
      advisors.

            


    

    
      	
              ·  

            	
              Attend
      major fee based advisor
conferences.

            


    

     

    
      
        	
                (c)  

              	
                ALPS will provide two shared External
      Wholesalers who will:

              


      

         

    

    
      	
              ·  

            	
              Assist
      the National Accounts Manager in implementing the tactical sales
      strategy.

            


    

    
      	
              ·  

            	
              Establish
      regional relationships with wire houses and fee based
      advisors.

            


    

    
      	
              ·  

            	
              Deliver
      product education presentations.

            


    

    
      	
              ·  

            	
              Conduct
      product education presentations with wire house brokers and fee based
      financial advisors.

            


    

    
      	
              ·  

            	
              Attend
      major fee based advisor
conferences.

            


    

     

    
      
        
          	
                  (d)  

                	
                  ALPS will provide one shared Internal
      Wholesaler who will:

                


        

           

      

    

    
      	
              ·  

            	
              Support
      the National Accounts Manager’s and Wholesaler’s field
      activities.

            


    

    
      	
              ·  

            	
              Telemarket
      to independent financial planners.

            


    

    
      	
              ·  

            	
              Coordinate
      conference participation.

            


    

    
      	
              ·  

            	
              Attend
      various conferences.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)  

            	
              ALPS
      will provide resources from its call center
to:

            


    

    


    
      	
              ·  

            	
              Place
      outbound follow-up calls on 100% of phone and internet requests for
      information.

            


    

    
      	
              ·  

            	
              Receive
      creation/redemption calls and communicate with authorized purchasers,
      advisors and the custodian.

            


    

    
      	
              ·  

            	
              Transfer
      “hot” advisor leads to Internal
Wholesaler.

            


    

    
      	
              ·  

            	
              Support
      a dedicated Fund toll-free line for
advisors.

            


    

    


    
      	
              (f)  

            	
              ALPS
      will provide marketing staff to:

            


    

    


    
      	
              ·  

            	
              Write,
      design and produce FINRA approved sales and marketing
      materials.

            


    

    
      	
              ·  

            	
              Create
      FINRA approved seminars and product
  presentations.

            


    

    
      	
              ·  

            	
              Coordinate
      advisor specific advertising with the advertising
  agency.

            


    

    
      	
              ·  

            	
              Manage
      marketing budget.

            


    

    
      	
              ·  

            	
              Create
      and maintain website.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
D

    


    UNITED
STATES GASOLINE FUND, LP

    OFFICER’S
CERTIFICATE

    


    The
undersigned, a duly authorized officer of Victoria Bay Asset Management, LLC, a
Delaware limited liability company (the “General Partner”), and pursuant to
Section 13(d) of the United States Gasoline Fund, LP Marketing Agent Agreement
(the “Agreement”), dated as of _______________ by and between the General
Partner and ALPS Distributors, Inc. (“Marketing Agent”) hereby certifies
that:

    


    1.   Each
of the following representations and warranties of the General Partner is true
and correct in all material respects as of the date hereof:

    


    (a)  the
Prospectus does not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; the Registration Statement complies in all material respects
with the requirements of the 1933 Act and the Prospectus complies in all
material respects with the requirements of the 1933 Act and any statutes,
regulations, contracts or other documents that are required to be described in
the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement have been so described or filed; the conditions to the
use of Form S-1 or S-3, if applicable, have been satisfied; the Registration
Statement does not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and the Prospectus does not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however,
that the General Partner makes no warranty or representation with respect to any
statement contained in the Registration Statement or any Prospectus in reliance
upon and in conformity with information concerning the Authorized Purchaser and
furnished in writing by or on behalf of the Authorized Purchaser to the General
Partner expressly for use in the Registration Statement or such Prospectus; and
neither the General Partner nor any Person known to the General Partner acting
on behalf of the Fund has distributed nor will distribute any offering material
other than the Registration Statement or the Prospectus;

    


    (b)  the
Fund has been duly formed and is validly existing as a commodity pool under the
laws of the State of Delaware, as described in the Registration Statement and
the Prospectus, and as described in the Prospectus, the Marketing Agent is
authorized to issue and deliver the Baskets to the Authorized
Purchaser;

    


    (c)  the
General Partner has been duly organized and is validly existing as a limited
liability company in good standing under the laws of the State of Delaware, with
full power and authority to conduct its business as described in the
Registration Statement and the Prospectus, and has all requisite power and
authority to execute and deliver this Agreement;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  the
General Partner is duly qualified and is in good standing in each jurisdiction
where the conduct of its business requires such qualification; and the Fund is
not required to so qualify in any jurisdiction;

    


    (e)  the
outstanding Units have been duly and validly issued and are fully paid and
non-assessable and free of statutory and contractual preemptive rights, rights
of first refusal and similar rights;

    


    (f)  the
Units conform in all material respects to the description thereof contained in
the Registration Statement and the Prospectus and the holders of the Units will
not be subject to Personal liability by reason of being such
holders;

    


    (g)  the
Agreement has been duly authorized, executed and delivered by the General
Partner and constitutes the valid and binding obligations of the General
Partner, enforceable against the General Partner in accordance with its
terms;

    


    (h)  the
General Partner is not in breach or violation of or in default under (nor has
any event occurred which with notice, lapse of time or both would result in any
breach or violation of, constitute a default under or give the holder of any
indebtedness (or a Person acting on such holder’s behalf) the right to require
the repurchase, redemption or repayment of all or a part of such indebtedness)
its constitutive documents, or any indenture, mortgage, deed of trust, bank loan
or credit agreement or other evidence of indebtedness, or any license, lease,
contract or other agreement or instrument to which the General Partner is a
party or by which any of them or any of their properties may be bound or
affected, and the execution, delivery and performance of the Agreement, the
issuance and sale of Units to the Authorized Purchaser hereunder and the
consummation of the transactions contemplated hereby do not conflict with,
result in any breach or violation of or constitute a default under (nor
constitute any event which with notice, lapse of time or both would result in
any breach or violation of or constitute a default under), respectively, the
amended and restated limited liability company agreement of the General Partner,
or any indenture, mortgage, deed of trust, bank loan or credit agreement or
other evidence of indebtedness, or any license, lease, contract or other
agreement or instrument to which the General Partner is a party or by which,
respectively, the General Partner or any of its properties may be bound or
affected, or any federal, state, local or foreign law, regulation or rule or any
decree, judgment or order applicable to the General Partner;

    


    (i)  no
approval, authorization, consent or order of or filing with any federal, state,
local or foreign governmental or regulatory commission, board, body, authority
or agency is required in connection with the issuance and sale of Baskets to the
Authorized Purchaser hereunder or the consummation by the General Partner or the
Fund of the transactions contemplated hereunder other than registration of the
Units under the 1933 Act, which has been effected, and any necessary
qualification under the securities or blue sky laws of the various jurisdictions
in which the Units are being offered;

    


    (j)  except
as set forth in the Registration Statement and the Prospectus (i) no Person has
the right, contractual or otherwise, to cause the Fund to issue or sell to it
any Units or other equity interests of the Fund, and (ii) no Person has the
right to act as an underwriter or as a financial advisor to the Fund in
connection with the offer and sale of the Units, in the case of each of the
foregoing clauses (i), and (ii), whether as a result of the filing or
effectiveness of the Registration Statement or the sale of the Units as
contemplated thereby or otherwise; no Person has the right, contractual or
otherwise, to cause the General Partner on behalf of the Fund or the Fund to
register under the 1933 Act any other equity interests of the Fund, or to
include any such shares or interests in the Registration  Statement or
the offering contemplated thereby, whether as a result of the filing or
effectiveness of the Registration Statement or the sale of the Units as
contemplated thereby or otherwise;

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (k)  each
of the General Partner and the Fund has all necessary licenses, authorizations,
consents and approvals and has made all necessary filings required under any
federal, state, local or foreign law, regulation or rule, and has obtained all
necessary authorizations, consents and approvals from other Persons, in order to
conduct its respective business; the General Partner is not in violation of, or
in default under, or has not received notice of any proceedings relating to
revocation or modification of, any such license, authorization, consent or
approval or any federal, state, local or foreign law, regulation or rule or any
decree, order or judgment applicable to the General Partner;

    


    (l)  all
legal or governmental proceedings, affiliate transactions, off-balance sheet
transactions, contracts, licenses, agreements, leases or documents of a
character required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement have been so
described or filed as required;

    


    (m)  except
as set forth in the Registration Statement and the Prospectus, there are no
actions, suits, claims, investigations or proceedings pending or threatened or
contemplated to which the  General Partner or the Fund, or any of the
General Partner’s directors or officers, is or would be a party or of which any
of their respective properties are or would be subject at law or in equity,
before or by any federal, state, local or foreign governmental or regulatory
commission, board, body, authority or agency;

    


    (n)  Spicer
Jeffries LLP, whose report on the audited financial statements of the Fund is
filed with the SEC as part of the Registration Statement and the Prospectus, are
independent public accountants as required by the 1933 Act;

    


    (o)  the
audited financial statement(s) included in the Prospectus, together with the
related notes and schedules, presents fairly the financial position of the Fund
as of the date indicated and has been prepared in compliance with the
requirements of the 1933 Act and in conformity with generally accepted
accounting principles; there are no financial statements (historical or pro
forma) that are required to be included in the Registration Statement and the
Prospectus that are not included as required; and the Fund does not have any
material liabilities or obligations, direct or contingent (including any
off-balance sheet obligations), not disclosed in the Registration Statement and
the Prospectus;

    


    (p)  subsequent
to the respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been (i) any material adverse
change, or any  development involving a prospective material adverse
change affecting the General Partner or the Fund, (ii) any transaction which is
material to the General Partner or the Fund taken as a whole, (iii) any
obligation, direct or contingent (including any off-balance sheet obligations),
incurred by the General Partner or the Fund, which is material to the Fund, (iv)
any change in the Units purchased by the Authorized Purchaser or outstanding
indebtedness of the General Partner or the Fund or (v) any dividend or
distribution of any kind declared, paid or made on such Units;

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (q)  the
Fund is not and, after giving effect to the offering and sale of the Units, will
not be an “investment company” or an entity “controlled” by an “investment
company,” as such terms are defined in the Investment Company Act;

    


    (r)  except
as set forth in the Registration Statement and the Prospectus, the General
Partner and the Fund own, or have obtained valid and enforceable licenses for,
or other rights to use, the inventions, patent applications, patents, trademarks
(both registered and unregistered), tradenames, copyrights, trade secrets and
other proprietary information described in the Registration Statement and the
Prospectus as being owned or licensed by them or which are necessary for the
conduct of their respective businesses, (collectively, “Intellectual
Property”);

    


    (i) to
the knowledge of the General Partner or the Fund, there are no third parties who
have or will be able to establish rights to any Intellectual Property, except
for the ownership rights of the owners of the Intellectual Property which is
licensed to the General Partner or the Fund;

    


    (ii) to
the knowledge of the General Partner or the Fund, there is no infringement by
third parties of any Intellectual Property;

    


    (iii)
there is no pending or, to the knowledge of the General Partner, threatened
action, suit, proceeding or claim by others challenging the General Partner or
the Fund’s rights in or to any Intellectual Property, and the General Partner
and the Fund are unaware of any facts which could form a reasonable basis for
any such claim;

    


    (iv)
there is no pending or, to the knowledge of the General Partner or the Fund,
threatened action, suit, proceeding or claim by others challenging the validity
or scope of any Intellectual Property as to which the General Partner and the
Fund have no knowledge of any such pending or threatened claims, and the General
Partner and the Fund are unaware of any facts which could form a reasonable
basis for any such claim;

    


    (v) there
is no pending or, to the knowledge of the General Partner or the Fund,
threatened action, suit, proceeding or claim by others that the General Partner
or the Fund infringes or otherwise violates any patent, trademark, copyright,
trade secret or other proprietary rights of others, and the General Partner and
the Fund are unaware of any facts which could form a reasonable basis for any
such claim;

    


    (vi) to
the knowledge of the General Partner or the Fund, there is no patent or patent
application that contains claims that interfere with the issued or pending
claims of any of the Intellectual Property; and

    


    (vii)  to
the knowledge of the General Partner or the Fund, there is no prior art that may
render any patent application licensed to the General Partner
unpatentable.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (s)  all
tax returns required to be filed by the General Partner have been filed, and all
taxes and other assessments of a similar nature (whether imposed directly or
through withholding) including any interest, additions to tax or penalties
applicable thereto due or claimed to be due from such entities have been paid;
and no tax returns or tax payments are due with respect to the Fund as of the
date of this Certificate;

    


    (t)  the
General Partner has not sent or received any communication regarding termination
of, or intent not to renew, any of the contracts or agreements referred to or
described in, or filed as an exhibit to, the Registration Statement, and no such
termination or non-renewal has been threatened by the General Partner or any
other party to any such contract or agreement;

    


    (u)  on
behalf of the Fund, the General Partner has established and maintains disclosure
controls and procedures (as such term is defined in Rule 13a-14 and 15d-14 under
the Exchange Act, giving effect to the rules and regulations, and SEC staff
interpretations (whether or not public), thereunder)); such disclosure controls
and procedures are designed to ensure that material information relating to the
Fund, is made known to the General Partner, and such disclosure controls and
procedures are effective to perform the functions for which they were
established; on behalf of the Fund, the General Partner has been advised of: (i)
any significant deficiencies in the design or operation of internal controls
which could adversely affect the Fund’s ability to record, process, summarize,
and report financial data; and (ii) any fraud, whether or not material, that
involves management or other employees who have a role in the Fund’s internal
controls; any material weaknesses in internal controls have been identified for
the Fund’s auditors;

    


    (w)  any
statistical and market-related data included in the Registration Statement and
the Prospectus are based on or derived from sources that the General Partner
believes to be reliable and accurate, and the General Partner has obtained the
written consent to the use of such data from such sources to the extent
required; and

    


    (x)  neither
the General Partner, nor any of the General Partner’s directors, members,
officers, affiliates or controlling Persons has taken, directly or indirectly,
any action designed, or which has constituted or might reasonably be expected to
cause or result in, under the Exchange Act or otherwise, the stabilization or
manipulation of the price of any security or asset of the Fund to facilitate the
sale or resale of the Units.

    


    For
purposes hereof, the term “Registration Statement” shall mean the Registration
Statement as amended or supplemented from time to time to the date hereof, the
term “Preliminary Prospectus” shall mean the preliminary prospectus dated
___________ relating to the Units and any other prospectus dated prior to
effectiveness of the Registration Statement relating to the Units, and the term
“Prospectus” shall mean the Prospectus as amended or supplemented from time to
time to the date hereof.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    2.   Each
of the obligations of the General Partner to be performed by it on or before the
date hereof pursuant to the terms of the Agreement, and each of the provisions
thereof to be complied with by the General Partner on or before the date hereof,
has been duly performed and complied with in all material
respects.  Capitalized terms used, but not defined herein shall have
the meanings assigned to such terms in the Agreement.

    


    IN
WITNESS WHEREOF, I have hereunto, on behalf of the General Partner, subscribed
my name this ___ day of _________________.

     

     

    
      
        	 	 	 	 	 
	
              	 	 	By: 	 	 
	
                 

              	 	 	
                Name:

              	 
	
                 

              	 	 	
                Title:

              	 


      



     

    


    


    I,
_______________, in my capacity as [title], hereby certify that _______________
is the duly elected [title] of the General Partner, and that the signature set
forth immediately above is [his/her] genuine signature.

    


    IN
WITNESS WHEREOF, I have hereunto set my hand as of the date first set forth
above.

    


    
       

      
        
          	 	 	 	 	 
	
                	 	 	By: 	 	 
	
                   

                	 	 	
                  Name:

                	 
	
                   

                	 	 	
                  Title:

                	 


        



    

    
      
        
        

      

      
        6