EXECUTION
      COPY

    


    FORM
      OF

    ADMINISTRATIVE
      AGENCY AGREEMENT

    


    THIS
      ADMINISTRATIVE AGENCY AGREEMENT (the
      “Agreement”)
      is
      made as of January __, 2008, by and among BROWN
      BROTHERS HARRIMAN & CO.,
      a
      limited partnership organized under the laws of the State of New York (the
      “Administrator”),
      VICTORIA
      BAY ASSET MANAGEMENT, LLC,
      a
      Delaware limited liability company (the “General
      Partner”)
      and
UNITED
      STATES GASOLINE FUND, LP,
      a
      limited partnership organized under the laws of the State of Delaware (the
      “Fund”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Fund is a limited partnership that is registered as a commodity
      pool;

    WHEREAS,
      the
      General Partner has exclusive responsibility for the management and control
      of
      the business and affairs of the Fund; and

    WHEREAS,
      the
      Fund and the General Partner desire to retain the Administrator to render
      certain services to the Fund and/or the General Partner, as the case may be,
      and
      the Administrator is willing to render such services. 

    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants herein contained, the parties
      hereto agree as follows:

    


    1. Appointment
      of Administrator.
      The
      Fund and the General Partner hereby employ and appoint the Administrator to
      act
      as administrative agent on the terms set forth in this Agreement, and the
      Administrator accepts such appointment.

    


    2. Delivery
      of Documents.
      The
      Fund and the General Partner will on a continuing basis provide the
      Administrator with:

    2.1 properly
      certified or authenticated copies of resolutions of the General Partner’s Board
      of Directors (including Mr. Nicholas D. Gerber) authorizing the appointment
      of
      the Administrator as administrative agent of the Fund and approving this
      Agreement;

    2.2 a
      copy of
      the Fund’s most recent registration statement under the Securities Act of 1933,
      as amended;

    2.3 copies
      of
      all agreements between the Fund and its service providers, including without
      limitation, advisory, distribution and administration agreements and
      distribution and/or unitholder;

    2.4 a
      copy of
      the Fund’s valuation procedures;


    
      
        
        

      

      
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    2.5 a
      copy of
      the Fund’s Limited Partnership Agreement, as may be amended from time to
      time;

    2.6 a
      copy of
      the General Partner’s First Amended and Restated Limited Liability Company
      Agreement, as may be amended from time to time;

    2.7 any
      other
      documents or resolutions (including, but not limited to directions or
      resolutions of the General Partner’s Board of Directors, Management Directors,
      and/or Audit Committee) which relate to or affect the Administrator’s
      performance of its duties hereunder or which the Administrator may at any time
      reasonably request; and

    2.8 copies
      of
      any and all amendments or supplements to the foregoing. 

    


    3. Duties
      as Administrator. Subject
      to the supervision and direction of the General Partner’s Board of Directors,
      Management Directors and Audit Committee, the Administrator will perform the
      administrative services described in Appendix A hereto. Additional services
      may
      be provided by the Administrator upon the request of the Fund as mutually agreed
      from time to time. In performing its duties and obligations hereunder, the
      Administrator will act in accordance with the General Partner’s instructions as
      defined in Section 5 (“Instructions”). It is agreed and understood that the
      Administrator shall not be responsible for the Fund’s or the General Partner’s
      compliance with any applicable documents, laws or regulations, or for losses,
      costs or expenses arising out of the Fund’s or the General Partner’s failure to
      comply with said documents, laws or regulations or the Fund’s or the General
      Partner’s failure or inability to correct any non-compliance therewith. The
      Administrator shall in no event be required to take any action, which is in
      contravention of any applicable law, rule or regulation or any order or judgment
      of any court of competent jurisdiction.

    


    3.1
       Records.
      The
      Administrator will maintain
      and retain such records as required by the Securities Exchange Act of 1934,
      as
      amended, the Rules of the American Stock Exchange, 17 C.F.R 4.23, and other
      applicable federal securities laws and created pursuant to the performance
      of
      the Administrator’s obligations under this Agreement. The Administrator will
      maintain such other records as requested by the Fund or the General Partner
      and
      received by the Administrator. The Administrator shall not be responsible for
      the accuracy and completeness of any records not created by the Administrator.
      The Administrator acknowledges that the records maintained and preserved by
      the
      Administrator pursuant to this Agreement are the property of the Fund and will
      be, at the Fund’s expense, surrendered promptly upon reasonable request. In
      performing its obligations under this Section, the Administrator may utilize
      micrographic and electronic storage media as well as independent third party
      storage facilities. 


    
      
        
        

      

      
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    4. Duties
      of the Fund and the General Partner.
      The
      Fund and the General Partner shall notify the Administrator promptly of any
      matter affecting the performance by the Administrator of its services under
      this
      Agreement. Where the Administrator is providing fund accounting services
      pursuant to this Agreement, the Fund and the General Partner shall promptly
      notify the Administrator as to the accrual of liabilities of the Fund and of
      liabilities of the Fund not appearing on the books of account kept by the
      Administrator, as well as to the existence, status and proper treatment of
      reserves, if any, authorized by the Fund or the General Partner. The Fund and
      the General Partner agree to provide such information to the Administrator
      as
      may be requested under the banking and securities laws of the United States
      or
      other jurisdictions relating to “Know Your Customer” and money laundering
      prevention rules and regulations (collectively, the “KYC Requirements”). For
      purposes of this subsection, and in connection with all applicable KYC
      Requirements, the Fund is the “client” or “customer” of the
      Administrator. The
      Fund
      and the General Partner further represent that each will perform all obligations
      required under applicable KYC Requirements with respect to the Fund’s
“customers” (as defined in the KYC Requirements) and that, because these
      customers do not constitute “customers” or “clients” of the Administrator under
      such applicable rules and regulations, the Administrator is under no such
      similar obligations. 

    


    
      
        5.
          Instructions.
          

      

    

    


    5.1 The
      Administrator shall not be liable for, and shall be indemnified by the Fund
      against any and all losses, costs, damages or expenses arising from or as a
      result of, any action taken or omitted in reliance upon Instructions or upon
      any
      other written notice, request, direction, instruction, certificate or other
      instrument believed by it to be genuine and signed or authorized by the proper
      party or parties. A list of persons so authorized by the General Partner
      (“Authorized Persons”) is attached hereto as Appendix B and upon which the
      Administrator may rely until its receipt of notification to the contrary by
      the
      General Partner.

    5.2 Instructions
      shall include a written request, direction, instruction or certification signed
      or initialed on behalf of the Fund by one or more Authorized Persons.


    5.3 Telephonic
      or other oral instructions or instructions given by telefax transmission may
      be
      given by any one of the above Authorized Persons and will also be considered
      Instructions if the Administrator believes them to have been given by a person
      authorized to give such Instructions with respect to the transaction involved.
      

    5.4 With
      respect to telefax transmissions, the Fund and the General Partner hereby
      acknowledge that (i) receipt of legible instructions cannot be assured, (ii)
      the
      Administrator cannot verify that authorized signatures on telefax instructions
      are original, and (iii) the Administrator shall not be responsible for losses
      or
      expenses incurred through actions taken in reliance on such telefax
      instructions. The Fund and the General Partner agree that such telefax
      instructions shall be conclusive evidence of the Fund’s/General Partner’s
      Instruction to the Administrator to act or to omit to act.


    
      
        
        

      

      
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    5.5 Instructions
      given orally will not be confirmed in writing and the lack of such confirmation
      shall in no way affect any action taken by the Administrator in reliance upon
      such oral Instructions. The Fund and the General Partner authorize the
      Administrator to tape record any and all telephonic or other oral Instructions
      given to the Administrator by or on behalf of the Fund (including any of the
      Fund’s or the General Partner’s officers, directors, trustees, employees or
      agents or any investment manager or adviser or person or entity with similar
      responsibilities which is authorized to give Instructions on behalf of the
      Fund
      to the Administrator.)

    


    6. Expenses
      and Compensation.
      For the
      services to be rendered and the facilities to be furnished by the Administrator
      as provided for in this Agreement, the Fund shall pay the Administrator rendered
      pursuant to this Agreement a fee based on such fee schedule as may from time
      to
      time be agreed upon in writing among the General Partner, Fund and the
      Administrator. Additional services performed by the Administrator as requested
      by the Fund shall be subject to additional fees as mutually agreed from time
      to
      time. In addition to any such fees, the Administrator shall bill the Fund
      separately for any out-of-pocket disbursements of the Administrator based on
      an
      out-of-pocket disbursement schedule as may from time to time be agreed upon
      in
      writing among the General Partner, the Fund and the Administrator. The initial
      fee schedule and out of pocket disbursement schedule are attached as Appendix
      D
      to this Agreement. The foregoing fees and disbursements shall be billed to
      the
      Fund by the Administrator and shall be paid promptly by wire transfer or other
      appropriate means to the Administrator. 

    


    7. Standard
      of Care.
      The
      Administrator shall be held to the exercise of reasonable care and diligence
      in
      carrying out the provisions of this Agreement, provided that the Administrator
      shall not thereby be required to take any action which is in contravention
      of
      any applicable law, rule or regulation or any order or judgment of any court
      of
      competent jurisdiction. 

    


    8. General
      Limitations on Liability.
      The
      Administrator shall incur no liability with respect to any telecommunications,
      equipment or power failures, or any failures to perform or delays in performance
      by postal or courier services or third-party information providers (including,
      without limitation those listed on Appendix C). 


    
      
        
        

      

      
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    8.1 The
      Administrator shall also incur no liability under this Agreement if the
      Administrator or any agent or entity utilized by the Administrator shall be
      prevented, forbidden or delayed from performing, or omits to perform, any act
      or
      thing which this Agreement provides shall be performed or omitted to be
      performed, by reason of causes or events beyond its control, including but
      not
      limited to: 

    8.1.1 any
      Sovereign Event. A “Sovereign Event” shall mean any nationalization;
      expropriation; devaluation; revaluation; confiscation; seizure; cancellation;
      destruction; strike; act of war, terrorism, insurrection or revolution; or
      any
      other act or event beyond the Administrator’s control; 

    8.1.2 any
      provision of any present or future law, regulation or order of the United States
      or any state thereof, or of any foreign country or political subdivision
      thereof, or of any securities depository or clearing agency; and 

    8.1.3 any
      provision of any order or judgment of any court of competent jurisdiction.
      

    


    8.2 The
      Administrator shall not be held accountable or liable for any losses, damages
      or
      expenses the General Partner, the Fund, the Fund’s commodity broker, the Fund’s
      commodity trading advisor (if any), any unitholder or former unitholder of
      the
      Fund or any other person may suffer or incur arising from acts, omissions,
      errors or delays of the Administrator in the performance of its obligations
      and
      duties as provided in Section 3 hereof, including without limitation any error
      of judgment or mistake of law, except a loss, damage or expense directly
      resulting from the Administrator’s willful malfeasance, bad faith or negligence
      in the performance of such Administrator’s obligations and duties. 

    


    
      	
              9.

            	
              Specific
                Limitations on Liability. In
                addition to, and without limiting the application of the general
                limitations on liability contained in Section 8, above, the following
                specific limitations on the Administrator’s liability shall apply to the
                particular administrative services set forth on Appendix A hereto.
                

            


    

    


    9.1 Liability
      for Fund Accounting Services. Without
      limiting the provisions in Section 8 hereof, the Administrator’s liability for
      acts, omissions, errors or delays relating to its fund accounting obligations
      and duties shall be limited to the amount of any expenses associated with a
      required recalculation of net asset value per unit (“NAV”) or any direct damages
      suffered by unitholders in connection with such recalculation. The
      Administrator’s liability or accountability for such acts, omissions, errors or
      delays shall be further subject to clauses 9.1.1 through 9.1.4 below.



    
      
        
        

      

      
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    9.1.1 The
      parties hereto acknowledge that the Administrator’s causing an error or delay in
      the determination of NAV may, but does not in and of itself, constitute
      negligence or reckless or willful misconduct. The parties further acknowledge
      that in accordance with industry practice the liability of the Administrator
      for
      fund accounting services shall accrue and the recalculation of NAV shall be
      performed in accordance with this Section 9.1 only with regard to errors in
      the
      calculation of the NAV that are (i) greater than or equal to $.01 per unit
      of
      the Fund and (ii) greater than or equal to 1⁄2% of the total net assets of the
      Fund.  

    9.1.2 In
      no
      event shall the Administrator be liable or responsible to the General Partner,
      the Fund, the Fund’s commodity broker, the Fund’s commodity trading advisor (if
      any), any present or former unitholder of the Fund, or any other person for
      any
      error or delay that continued or was undetected after the date of an audit
      performed by the certified public accountants employed by or on behalf of the
      Fund if, in the exercise of reasonable care in accordance with generally
      accepted accounting standards, such accountants should have become aware of
      such
      error or delay in the course of performing such audit. 

    9.1.3 The
      Administrator shall not be held accountable or liable to the General Partner,
      the Fund, the Fund’s commodity broker, the Fund’s commodity trading advisor (if
      any), any unitholder or former unitholder of the Fund or any other person for
      any delays or losses, damages or expenses any of them may suffer or incur
      resulting from (i) the Administrator’s usage of a third party service provider
      for the purpose of storing records delivered to the Administrator by or on
      behalf of the Fund and which the Administrator did not create in the performance
      of its obligations hereunder; (ii) the Administrator’s failure to receive timely
      and suitable notification concerning quotations or corporate actions relating
      to
      or affecting portfolio securities of the Fund; or (iii) any errors in the
      computation of NAV based upon or arising out of quotations or information as
      to
      corporate actions if received by the Administrator either (a) from a source
      which the Administrator was authorized to rely upon (including those sources
      listed on Appendix C), or (b) from a source which in the Administrator’s
      reasonable judgment was as reliable a source for such quotations or information
      as such authorized sources; or (iv) any errors in the computation of NAV as
      a
      result of relevant information known to the General Partner, the Fund, a futures
      commission merchant, securities brokers or dealers, or any of the Fund’s other
      service providers including futures commission merchants in contract with the
      Fund, which would impact the calculation of NAV, but was not communicated to
      the
      Administrator. To the extent that Fund assets are not in the custody of the
      Administrator, the Administrator may conclusively rely on any reporting in
      connection with such assets provided to the Administrator by a third party
      on
      behalf of the Fund, including, without limitation any futures commission
      merchant.


    
      
        
        

      

      
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    9.1.4 In
      the
      event of any error or delay in the determination of such NAV for which the
      Administrator may be liable, the General Partner, the Fund and the Administrator
      will consult and make good faith efforts to reach agreement on what actions
      should be taken in order to mitigate any loss suffered by the Fund or its
      present or former unitholders, in order that the Administrator’s exposure to
      liability shall be reduced to the extent possible after taking into account
      all
      relevant factors and alternatives. It is understood that in attempting to reach
      agreement on the actions to be taken or the amount of the loss which should
      appropriately be borne by the Administrator, the General Partner, the Fund
      and
      the Administrator will consider such relevant factors as the amount of the
      loss
      involved, the Fund’s/General Partner’s desire to avoid loss of unitholder
      goodwill, the
      fact
      that other persons or entities could have been reasonably expected to have
      detected the error sooner than the time it was actually discovered, the
      appropriateness of limiting or eliminating the benefit which unitholders or
      former unitholders might have obtained by reason of the error, and the
      possibility that other parties providing services to the Fund might be induced
      to absorb a portion of the loss incurred. 

    


    
      
        10.
          Indemnification. 

      

    

    10.1 The
      General Partner and the Fund hereby agree to indemnify and hold harmless the
      Administrator, its partners, stockholders, members, directors, officers and
      employees and any subsidiary or affiliate of the foregoing (“Affiliate”), and
      the successors and assigns of all of the foregoing persons, against any and
      all
      losses, claims, damages, liabilities or expenses (including reasonable counsel
      fees and expenses) resulting from any act, omission, error or delay or any
      claim, demand, action or suit, in connection with or arising out of performance
      of its obligations and duties under this Agreement, not resulting from the
      willful malfeasance, bad faith or negligence of the Administrator in the
      performance of such obligations and duties. The provisions of this Section
      10
      shall survive the termination of this Agreement.


    
      
        
        

      

      
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    10.1.1 If
      any
      action, suit or proceeding (each, a “Proceeding”) is brought against the
      Administrator or any such person in respect of which indemnity may be sought
      against the General Partner pursuant to the foregoing subsection, the
      Administrator 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 release the General Partner from any liability which it may have
      to
      the Administrator 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 Administrator or such person shall have the right to employ
      its
      own counsel in any such case, but the fees and expenses of such counsel shall
      be
      at the expense of the Administrator 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).


    10.1.2 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 Administrator 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 subsection, 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 (defined as any day other than a day on which the American
      Stock Exchange (“AMEX”), the New York Mercantile Exchange (“NYMEX”) or the New
      York Stock Exchange (“NYSE”) is closed for regular trading
      (each a
“Business Day”)),
      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.


    
      
        
        

      

      
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    10.2 Subject
      to Sections 7, 8 and 9 of this Agreement, the Administrator agrees to indemnify
      and hold harmless the General Partner and the Fund, its partners, stockholders,
      members, directors, officers and employees and any Affiliate of the foregoing,
      and the successors and assigns of all of the foregoing persons, against any
      and
      all losses, claims, damages, liabilities or expenses (including reasonable
      counsel fees and expenses) resulting from any act, omission, error or delay
      or
      any claim, demand, action or suit, in connection with or arising out of
      performance of its obligations and duties under this Agreement, resulting from
      the willful malfeasance, bad faith or negligence of the Administrator in the
      performance of such obligations and duties. The provisions of this Section
      10
      shall survive the termination of this Agreement.

    10.2.1 If
      any
      Proceeding is brought against the General Partner or any such person in respect
      of which indemnity may be sought against the Administrator pursuant to the
      foregoing subsection, the General Partner or such person shall promptly notify
      the Administrator in writing of the institution of such Proceeding and the
      Administrator 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 Administrator shall not relieve the Administrator 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 its own counsel in any such case, but the fees and expenses
      of
      such counsel shall be at the expense of the General Partner or of such person
      unless the employment of such counsel shall have been authorized in writing
      by
      the Administrator in connection with the defense of such Proceeding or the
      Administrator 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 Administrator (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 Administrator and paid
      as
      incurred (it being understood, however, that the Administrator 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). 


    
      
        
        

      

      
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    10.2.2 The
      Administrator shall not be liable for any settlement of any Proceeding effected
      without the Administrator’s written consent but if settled with the
      Administrator’s written consent, the Administrator 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 subsection, 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.

    


    11. Reliance
      by the Administrator on Opinions of Counsel and Opinions of Certified Public
      Accountants. 

    The
      Administrator may consult with its counsel or the Fund/General Partner’s counsel
      in any case where so doing appears to the Administrator to be necessary or
      desirable. The Administrator shall not be considered to have engaged in any
      misconduct or to have acted negligently and shall be without liability in acting
      upon the advice of its counsel or of the Fund’s/General Partner’s
      counsel.

    The
      Administrator may consult with a certified public accountant or the Fund’s
      Treasurer (or persons performing such function) in any case where so doing
      appears to the Administrator to be necessary or desirable. The Administrator
      shall not be considered to have engaged in any misconduct or to have acted
      negligently and shall be without liability in acting upon the advice of such
      certified public accountant or of the Fund’s Treasurer or persons performing
      such function.

     

    
      
        
        

      

      
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    12. Termination
      of Agreement. This
      Agreement may be terminated by any of the parties in accordance with the
      provisions of this Section 12.

    


    12.1 This
      Agreement shall have an initial term of two (2) years from the date hereof.
      Thereafter, this Agreement shall automatically renew for successive one (1)
      year
      periods unless any party terminates this Agreement by written notice effective
      no sooner than seventy-five (75) days following the date that notice to such
      effect shall be delivered to the other parties at their address set forth
      herein. Notwithstanding the foregoing provisions, any party may terminate this
      Agreement at any time (a) for cause, which is a material breach of the Agreement
      not cured within sixty (60) days of written notice of such breach, in which
      case
      termination shall be effective upon receipt of written notice by the
      non-terminating parties, or (b) upon thirty (30) days’ written notice to
      the other parties in the event that a party is adjudged bankrupt or insolvent,
      or there shall be commenced against such party a case under any applicable
      bankruptcy, insolvency, or other similar law now or hereafter in effect. In
      the
      event a termination notice is given by a party hereto, all expenses associated
      with the movement of records and materials and the conversion thereof shall
      be
      paid by the Fund for which services shall cease to be performed hereunder.
      The
      Administrator shall be responsible for completing all actions in progress when
      such termination notice is given unless otherwise agreed. 12.2. Upon
      termination of this Agreement in accordance with this Section 12, the Fund
      may
      request the Administrator to promptly deliver to the Fund or to any designated
      third party all records created and maintained by the Administrator pursuant
      to
      Section 3.1 of this Agreement, as well as any Fund records maintained but not
      created by the Administrator. If such request is provided in writing by the
      Fund
      to the Administrator within seventy-five (75) days of the date of termination
      of
      the Agreement, the Administrator shall provide to the Fund a certification
      that
      all records created by the Administrator pursuant to its obligations under
      Section 3.1 of this Agreement are accurate and complete. After seventy-five
      (75)
      days of the date of termination of this Agreement, no such certification will
      be
      provided to the Fund by the Administrator and the Administrator is under no
      further obligation to ensure that records created by the Administrator pursuant
      to Section 3.1 of this Agreement are maintained in a form that is accurate
      or
      complete. 

    


    13. Confidentiality
      and Privacy.

     

    13.1 The
      parties hereto agree that each shall treat confidentially the terms and
      conditions of this Agreement and all information provided by each party to
      the
      other regarding its business and operations. All confidential information
      provided by a party hereto shall be used by any other party hereto solely for
      the purpose of rendering or obtaining services pursuant to this Agreement and,
      except as may be required in carrying out this Agreement, shall not be disclosed
      to any third party without the prior consent of such providing party. The
      foregoing shall not be applicable to any information that is publicly available
      when provided or thereafter becomes publicly available other than through a
      breach of this Agreement, or that is required to be disclosed by or to any
      regulatory authority, any auditor of the parties hereto, or by judicial or
      administrative process or otherwise by applicable law. 

    13.2 In
      the
      course of carrying out its obligations under this Agreement, Administrator
      shall
      maintain physical, procedural and electronic safeguards to protect information
      regarding the Fund and its investors that Administrator has obtained or to
      which
      the Administrator
      has
      gained access.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

    


    14. Tape-recording.
      The
      parties consent to recording of any and all telephonic or other oral
      instructions. This authorization will remain in effect until and unless revoked
      by the Fund, the General Partner or the Administrator in writing. Each party
      further agrees to solicit valid written or other consent from any of its
      employees, officers, directors or agents with respect to telephone
      communications to the extent such consent is required by applicable
      law.

     

    15. Procedures. Procedures
      applicable to the Administrator’s services to be performed hereunder may be
      established from time to time by agreement among the Fund, the General Partner
      and the Administrator. The Administrator shall have the right to utilize any
      unitholder accounting and recordkeeping systems that, in its opinion, enables
      it
      to perform any services to be performed hereunder.

    


    16. Entire
      Agreement; Amendment.
      This
      Agreement constitutes the entire understanding and agreement of the parties
      hereto and supersedes any other oral or written agreements heretofore in effect
      between the parties with respect to the subject matter hereof. No provision
      of
      this Agreement may be amended or terminated except by a statement in writing
      signed by the party against which enforcement of the amendment or termination
      is
      sought. 

    


    17. Severability.
      In the
      event any provision of this Agreement is determined to be void or unenforceable,
      such determination shall not affect the remainder of this Agreement, which
      shall
      continue to be in force. 

    


    18. Headings.
      The
      section headings in this Agreement are for the convenience of reference only
      and
      shall not modify, define, expand or limit any of the terms or provisions
      thereof.

    


    19. Governing
      Law.
      This
      Agreement shall be governed by and construed according to the laws of the State
      of New York without giving effect to conflicts of law provisions thereof and
      each of the parties hereto irrevocably consents to the exclusive jurisdiction
      of
      the United States District Court for the Southern District of New York or if
      that court lacks or declines to exercise subject matter jurisdiction, the
      Supreme Court of the State of New York, New York County. The General Partner
      and
      the Fund irrevocably waive any objection each may now or hereafter have to
      the
      laying of venue of any action or proceeding in any of the aforesaid courts
      and
      any claim that any such action or proceeding has been brought in an inconvenient
      forum. Furthermore, each party hereto irrevocably waives any right that it
      may
      have to trial by jury in any action, proceeding or counterclaim arising out
      of
      or related to this Agreement or the services contemplated hereby.



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

    


    20. Notices.
      Notices
      and other writings delivered or mailed postage prepaid to the General Partner
      and Fund shall be addressed to the Fund/General Partner at Victoria Bay Asset
      Management, LLC, c/o Nicholas D. Gerber, P.O. Box 6919, Moraga, CA 94570, or
      such other address as the General Partner or the Fund may have designated to
      the
      Administrator in writing, or to the Administrator at 40 Water Street, Boston,
      MA
      02109, Attention: Manager, Fund Administration Department, or to such other
      address as the Administrator may have designated to the General Partner and
      the
      Fund in writing, shall be deemed to have been properly delivered or given
      hereunder to the respective addressee.

    


    21. Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the General Partner,
      the Fund and the Administrator and their respective successors and assigns,
      provided that no party hereto may assign this Agreement or any of its rights
      or
      obligations hereunder without the written consent of the other parties. Each
      party agrees that only the parties to this Agreement and/or their successors
      in
      interest shall have a right to enforce the terms of this Agreement. Accordingly,
      no client of the General Partner, unitholder of the Fund or other third party
      shall have any rights under this Agreement and such rights are explicitly
      disclaimed by the parties.

    


    22. Counterparts.
      This
      Agreement may be executed in any number of counterparts each of which shall
      be
      deemed to be an original. This Agreement shall become effective when one or
      more
      counterparts have been signed and delivered by each of the parties. A photocopy
      or telefax of this Agreement shall be acceptable evidence of the existence
      of
      this Agreement and the Administrator shall be protected in relying on the
      photocopy or telefax until the Administrator has received the original of this
      Agreement.

    


    23. Exclusivity.
      The
      services furnished by the Administrator hereunder are not to be deemed
      exclusive, and the Administrator shall be free to furnish similar services
      to
      others. 

    


    24. Authorization.
      The
      General Partner hereby represents and warrants that the Management Directors
      of
      its Board of Directors including Mr. Nicholas D. Gerber have authorized the
      execution and delivery of this Agreement and that Authorized Persons of the
      General Partner and the Fund have signed this Agreement, Appendices A, B and
      C
      and the fee schedule hereto.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered by their duly authorized officers as of the date first
      written above.

     

    The
      undersigned acknowledges that (I/we) have received a copy of this
      document.

    


    BROWN
      BROTHERS HARRIMAN & CO.

     

    
      	
              By:

            	
               

            
	 	
              Name:

            
	 	
              Title:

            
	 	
              Date:

            


    

     

    UNITED
      STATES GASOLINE FUND, LP

    By:
      Victoria Bay Asset Management, LLC, as General Partner

     

    
      	
              By:

            	
               

            	 
	 	
              Name:
                Nicholas D. Gerber

            	 
	 	
              Title:
                President and Management Director

            	 
	 	
              Date:

            	 


    

     

    VICTORIA
      BAY ASSET MANAGEMENT, LLC

     

    
      	
              By:
                

            	 
	 	
              Name:
                Nicholas D. Gerber

            
	 	
              Title:
                President and Management Director

            
	 	
              Date:

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

     

    APPENDIX
      A

    TO
      ADMINISTRATIVE AGENCY AGREEMENT

    


    ADMINISTRATIVE
      SERVICES OF THE ADMINISTRATIVE AGENT

    Dated
      as
      of ________________________

    


    Fund
      Accounting Services

    The
      Administrator will provide the following fund accounting services to the Fund
      on
      any Business Day: transaction processing and review, custodial reconciliation,
      securities pricing and investment accounting.

    


    Transaction
      Processing and Review.
      The
      Administrator shall input and reconcile the Fund’s investment activity including
      with respect to:

    
      	 	
              ·

            	
              Investment
                taxlots

            


    

    
      	 	
              ·

            	
              Income

            


    

    
      	 	
              ·

            	
              Dividends

            


    

    
      	 	
              ·

            	
              Principal
                paydowns

            


    

    
      	 	
              ·

            	
              Capital
                activity

            


    

    
      	 	
              ·

            	
              Expense
                accruals

            


    

    
      	 	
              ·

            	
              Cash
                activity

            


    

    
      	 	
              ·

            	
              Corporate
                Reorganizations

            


    

    


    Custodial
      Reconciliation.
      The
      Administrator shall reconcile the following positions of the Fund against the
      records of the Custodian:

    
      	 	
              ·

            	
              Securities,
                Futures and Over-the-Counter Contract (“OTC”)
                holdings

            


    

    
      	 	
              ·

            	
              Cash
                including cash transfers, fees assessed and other investment related
                cash
                transactions

            


    

    
      	 	
              ·

            	
              Trade
                settlements

            


    

    


    Securities,
      Futures and OTC Valuation.
      Using
      the Valuation Procedures set forth in Appendix D, the Administrator shall update
      each security, Futures and OTC position of the Fund as to the
      following:

    
      	 	
              ·

            	
              Market
                prices obtained from approved sources including those listed on Appendix
                C
                or Fair Valuations obtained from an Authorized Person of the
                Fund

            


    

    
      	 	
              ·

            	
              Mark
                to market of non-base receivables/payables utilizing approved foreign
                exchange quotations as quoted in Appendix
                C

            


    

    
      	 	
              ·

            	
              Mark
                to market of non-base currency positions utilizing the approved sources
                quoted in Appendix C or Fair Valuations obtained from an Authorized
                Person
                of the Fund

            


    

    


    Investment
      Accounting.
      The
      Administrator shall provide the following investment accounting services to
      each
      Portfolio:

    
      	 	
              ·

            	
              Amortization/accretion
                at the individual tax lot level

            


    

    
      	 	
              ·

            	
              General
                ledger entries

            


    

    
      	 	
              ·

            	
              Book
                value calculations

            


    

    
      	 	
              ·

            	
              Trade
                Date + 1 accounting

            


    

    
      	 	
              ·

            	
              Calculation
                of Net Asset Value Per Unit (“NAV”)
                as
                of the earlier of 4:00 p.m. New York time or the close of trading
                on the
                New York Stock Exchange,
                and published shortly after the close of trading on the
                AMEX

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

    


    Financial
      Reporting Services

    
      	 	
              ·

            	
              The
                Administrator shall accumulate information for and prepare
                

            


    

    
      	 	
              o

            	
              Within
                a 30 day period following the end of the Fund’s required monthly reporting
                period, an Account Statement in compliance with the requirements
                of CFTC
                Rule §4.22(a), including a Statement of Income (Loss) and a Statement of
                Changes in Net Asset Value; such preparation includes the coordination
                and
                review of all printer and author edits. The Fund and/or General Partner
                shall make arrangements for the printing and mailing of the Account
                Statements. 

            


    

    


    
      	 	
              o

            	
              Within
                a 45 day production cycle, or
                shorter time period as required by the U.S.
                Securities and Exchange Commission (the
                “SEC”)
                and communicated to the Administrator by the Fund and/or the General
                Partner, one
                first fiscal quarter report of the Fund, one second fiscal quarter
                report
                of the Fund and one third fiscal quarter report of the Fund, each
                on Form
                10-Q.

            


    

    


    
      	 	
              o

            	
              Within
                a 90 day production cycle, or shorter time period as required by
                the
                SEC and
                communicated to the Administrator by the Fund and/or General Partner,
                one
                annual report of the Fund on Form 10-K per fiscal year, such preparation
                includes the coordination of all printer and author edits, the review
                of
                printer drafts and the coordination of the audit of the Fund by its
                independent public accountant (e.g. manage open items lists, host
                weekly
                audit meeting, etc.). The Fund and/or General Partner shall make
                arrangements for the printing and mailing of the annual report on
                Form
                10-K.

            


    

    


    
      	 	
              o

            	
              Within
                90 days after the end of the Fund’s fiscal year, an Annual Report of the
                Fund in compliance with the requirements of the NFA and CFTC Rule
                §4.22(c); such preparation includes the coordination of all printer
                and
                author edits, the review of printer drafts and the coordination of
                the
                audit of the Fund by its independent public accountant (e.g. manage
                open
                items lists, host weekly audit meeting, etc.). The Fund and/or General
                Partner shall make arrangements for the printing and mailing of the
                Annual
                Report.

            


    

    


    
      	 	
              ·

            	
              Upon
                review and approval of each above-mentioned report by the General
                Partner’s Treasurer and/or Chief Financial Officer (or such person
                performing such functions), the Administrator shall Edgarize and
                file such
                reports with the SEC, CFTC and/or NFA as required, including any
                applicable executive officer certifications or other exhibits to
                such
                reports 

            


    

    


    The
      Administrator shall assist the Fund and/or the General Partner in preparing
      Fund
      press releases with respect to interim statements and quarterly results and
      transmitting such press releases to the American Stock Exchange and such other
      entities as requested by the Fund or the General Partner.

    


    Assistant
      Treasurer Services

    The
      Administrator shall perform the following services as requested by the General
      Partner’s Treasurer (or person performing such function):

    
      	 	
              ·

            	
              Prepare
                and obtain authorization of Fund expense invoices on a bi-monthly
                basis

            


    

    
      	 	
              ·

            	
              Prepare
                the Fund’s quarterly budget and make recommendations for adjustments as
                appropriate

            


    

    
      	 	
              ·

            	
              Prepare
                a monthly expense pro forma for the
                Fund

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

    


    
      	 	
              ·

            	
              Provide
                consultative services with respect to financial matters of the Fund
                as may
                be requested and agreed to among the Fund, the General Partner and
                the
                Administrator from time to time

            


    

    


    Corporate
      Secretarial Services 

    The
      Administrator shall perform the following secretarial services:

    
      	 	
              ·

            	
              Provide
                an “Assistant Secretary” who may be approved as an officer of the Fund by
                the Board of Directors

            


    

    
      	 	
              ·

            	
              Maintain
                calendar for Board and Audit Committee matters/approvals in the form
                of
                Exhibit
                A

            


    

    
      	 	
              ·

            	
              Prepare
                quarterly Board and Audit Committee meeting materials, including
                notices,
                scripts, agendas, resolutions, memoranda, minutes, and mail to Board
                of
                Directors and such other persons as instructed by the General
                Partner

            


    

    
      	 	
              ·

            	
              Attend
                quarterly Board and Audit Committee meetings, take minutes of the
                meetings, make presentations as required and follow up on matters
                raised
                at the meetings

            


    

    
      	 	
              ·

            	
              Prepare
                the annual directors and officers questionnaires and distribute the
                questionnaires to the directors and officers of the General
                Partner

            


    

    


    Regulatory
      Support Services

    The
      Administrator shall perform the following regulatory services for the
      Fund:

    
      	 	
              ·

            	
              Maintain
                a calendar for all SEC, CFTC, NFA and AMEX regulatory matters in
                the form
                of Exhibit
                B;
                provided that the Fund and/or General Partner shall notify the
                Administrator of additional regulatory matters to be added to such
                calendar as soon as practicable

            


    

    


    The
      Administrator shall perform the following additional regulatory services for
      the
      Fund:

    
      	 	
              ·

            	
              Prepare
                the materials for and attend one unitholder meeting per calendar
                year
                (including preparation of the proxy statement, notice and other
                solicitation materials and filing such materials with the SEC and
                taking
                minutes of the meeting), at the Fund’s
                request

            


    

    
      	 	
              ·

            	
              Coordinate
                with the Fund’s transfer agent or solicitor in monitoring the unitholder
                vote solicitation and tabulation for one unitholder meeting per calendar
                year, at the Fund’s request

            


    

    
      	 	
              ·

            	
              Prepare
                and file the following regulatory
                notices/forms/reports:

            


    

    
      	 	
              o

            	
              With
                the SEC, periodic and annual reports as specified in “Financial Reporting
                Services” above, Forms 3, 4 and 5 and Schedules 13D and 13G for the
                officers and directors of the General Partner and such other persons
                as
                requested by the Fund

            


    

    
      	 	
              o

            	
              With
                the NFA and SEC, Current Reports on Form 8-K as circumstances
                warrant.

            


    

    
      	 	
              o

            	
              With
                the AMEX, such notices/forms as agreed to among the Fund, the General
                Partner and the Administrator

            


    

    


    Transfer
      Agency Services

    The
      Administrator shall perform the following transfer agency services:

    


    I. Issuance
      and Redemption of Fund Units. It is agreed and understood that the Fund, and
      the
      Administrator on the Fund’s behalf, shall issue and redeem Units of the Fund in
      blocks of 100,000 Units (“Creation Baskets” and “Redemption Baskets,”
respectively) to and from such persons as are identified by the Fund as
“Authorized Purchasers” or “Authorized Participants.”

    


    
      	
            	A.	
              Pursuant
                to such purchase orders that the Administrator as the Index Receipt
                Agent
                shall receive from the ALPS Distributors, Inc. (“Marketing Agent”) and
                pursuant to the procedures set forth in the Authorized Purchaser
                Agreement
                entered into by the Fund, Administrator shall transfer appropriate
                trade
                instructions to the Fund’s custodian, Brown Brothers Harriman & Co.
                (“Custodian”) and pursuant to such orders register the appropriate number
                of book entry only Fund Units in the name of The Depository Trust
                Company
                (“DTC”) or its nominee as a unitholder (each a “Unitholder”) of the Fund
                and deliver the Units of the Fund on the business.
                

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

     

    
      	
            	B.	
              Pursuant
                to such redemption orders that Index Receipt Agent shall receive
                from the
                Marketing Agent, pursuant to the procedures set forth in the Authorized
                Purchaser Agreement entered into by the Fund, Administrator shall
                transfer
                appropriate trade instructions to the Custodian and, pursuant to
                such
                orders, redeem the appropriate number of Fund Units that are delivered
                to
                the designated DTC Participant Account of the Custodian for redemption
                and
                debit such Units from the account of the Unitholder on the register
                of the
                Fund.

            


    

    


    
      	
            	C.	
              On
                behalf of the Fund, Administrator shall issue Fund Units in Creation
                Baskets for settlement with purchasers through DTC as the purchaser
                is
                authorized to receive. Beneficial ownership of Fund Units shall be
                shown
                on the records of DTC and DTC Participants and not on any records
                maintained by the Administrator. In issuing Fund Units through DTC
                to a
                purchaser, Administrator shall be entitled to rely upon the latest
                Instructions that are received from the Marketing Agent by the
                Administrator as Index Receipt Agent concerning the issuance and
                delivery
                of such Units for settlement.

            


    

    


    
      	
            	D.	
              Administrator
                shall not issue on behalf of the Fund any Fund Units where it has
                received
                an Instruction from the Fund, the General Partner or the Marketing
                Agent
                or written notification from any federal or state authority that
                the sale
                of the Fund Units has been suspended or discontinued, and Administrator
                shall be entitled to rely upon such Instructions or written
                notification.

            


    

    


    
      	
            	E.	
              Upon
                the issuance of Fund Units as provided herein, Administrator shall
                not be
                responsible for the payment of any original issue or other taxes,
                if any,
                required to be paid by the Fund, the General Partner or the Marketing
                Agent in connection with such
                issuance.

            


    

    


    
      	
            	F.	
              Fund
                Units may be redeemed in accordance with the procedures set forth
                in the
                relevant Authorized Purchaser Agreement and Administrator shall duly
                process all redemption requests.

            


    

    


    
      	
            	G.	
              Administrator
                will act only upon Instruction from the Fund and/or the General Partner
                in
                addressing any failure in the delivery of cash, treasuries and/or
                Shares
                in connection with the issuance and redemption of Fund
                Units.

            


    

    


    II. Payment
      of Dividends and Distributions on Fund Units.

    


    
      	
            	A.	
              As
                instructed by the Fund and/or the General Partner, the Administrator
                shall
                prepare and make payments for dividends and distributions declared
                by the
                Fund or the General Partner.

            


    

    


    
      	
            	B.	
              The
                Fund and/or the General Partner shall promptly notify the Administrator
                of
                the declaration of any dividend or distribution. The Fund and/or
                the
                General Partner shall furnish to the Administrator a statement signed
                by
                an Authorized Person: (i) indicating that dividends have been declared
                on
                a specific periodic basis and Instructions specifying the date of
                the
                declaration of such dividend or distribution, the date of payment
                thereof,
                the record date as of which unitholders shall be entitled to payment,
                the
                total amount payable to the unitholders and the total amount payable
                to
                Administrator as transfer agent on the payment date; or (ii) setting
                forth
                the date of the declaration of any dividend or distribution, the
                date of
                payment thereof, the record date as of which the unitholders are
                entitled
                to payment, and the amount payable per unit to each unitholder as
                of that
                date and the total amount payable to Administrator as transfer agent
                on
                the payment date.

            


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

    


    
      	
            	C.	
              Based
                upon the amount of Fund Units outstanding on its books and records,
                the
                Fund and/or the General Partner shall calculate the total dollar
                amount of
                the dividend or distribution and notify the Administrator of this
                amount.
                The Fund and/or the General Partner shall then instruct the Administrator
                to direct the Custodian to place in a separate cash account maintained
                by
                the Administrator funds equal to the total cash amount of the dividend
                or
                distribution to be paid out. Should the Custodian determine that
                it does
                not have sufficient cash in the Custody Account to pay the total
                amount of
                the dividend or distribution to the Administrator, the Administrator
                shall
                advise the Fund and/or the General Partner and the Fund and/or the
                General
                Partner shall either adjust the rate of the dividend or distribution
                or
                provide additional cash directly to the Custodian for credit to the
                separate cash account maintained by the Custodian. When instructed
                by the
                Fund and/or the General Partner, the Administrator shall direct the
                Custodian to make payment of such dividend or distribution to the
                account
                of each unitholder.

            


    

    


    
      	
            	D.	
              Should
                the Administrator or the Custodian not receive from the Fund sufficient
                cash to make payment as provided in the immediately preceding Subsection,
                the Administrator shall notify the Fund and/or the General Partner,
                and
                the Administrator shall withhold payment to the unitholders until
                sufficient cash is provided to the Custodian and the Administrator
                shall
                not be liable for any claim arising out of such
                withholding.

            


    

    


    III. Maintenance
      of Registry of Limited Partners and Persons Applying to Become Limited
      Partners.

    


    Pursuant
      to the Limited Partnership Agreement for the Fund, all purchasers of Units
      who
      wish to become limited partners or record holders and receive cash distributions
      (if any) must deliver an executed transfer application in which the purchaser
      or
      transferee must certify that, among other things, he/she agrees to be bound
      by
      the Funds Limited Partnership Agreement and is eligible to purchase the Fund’s
      securities. Any transfer of Units will not be recorded by the transfer agent
      unless a completed transfer application is delivered to the General Partner
      or
      the Administrator. 

    


    The
      Administrator shall keep a record of all transfer applications received, with
      each applicant deemed as a holder of record until the application is approved
      by
      the Fund. All applications will be forwarded by the Administrator to the General
      Partner to obtain its consent. Once such consent is obtained, the holder shall
      become Limited Partners. The Administrator shall maintain a registry of all
      Limited Partners and holders of record of the Fund.

     

    IV. Recordkeeping.

    


    
      	
            	A.	
              The
                Administrator shall record the issuance of Fund Creation Baskets
                and
                maintain, pursuant to Rule 17Ad-14(e) under the Securities Exchange
                Act of
                1934, as amended, a record of the total number of Fund Creation Baskets
                that are authorized, issued and outstanding based upon data provided
                to
                Administrator by the Fund and/or the General Partner. The Administrator
                shall also provide the Fund and/or the General Partner on a regular
                basis
                with the total number of Fund Units authorized, issued and outstanding;
                provided however that the Administrator shall not be responsible
                for
                monitoring the issuance of such Units or compliance with any laws
                relating
                to the validity of the issuance or the legality of the sale of such
                Units.

            


    

    


    UNITED
      STATES GASOLINE FUND, LP

    
      	 	
              By:
                

            	
              Victoria
                Bay Asset Management, LLC, as General Partner

            
	 	 	 
	 	 	
              By:

            	
               

            
	 	 	 	
              Name:
                Nicholas D. Gerber

            
	 	 	 	
              Title:
                President and Management Director

            
	 	 	 	
              Date:

            


    


    
      
        
        

      

      
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      COPY

    


    VICTORIA
      BAY ASSET MANAGEMENT, LLC

    


    
      	
              By:

            	 
	 	
              Name:
                Nicholas D. Gerber

            
	 	
              Title:
                President and Management Director

            
	 	
              Date:

            


    


    
      
        
        

      

      
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    BOARD
      OF DIRECTORS’ AND AUDIT COMMITTEE’S CALENDAR 

    FOR

    UNITED
      STATES GASOLINE FUND, LP (“LP”)1 

    


    BOARD
      MEETINGS

    


    Quarterly
      Items

    


    
      	
               ̈

            	
              Approve
                Minutes of Previous Board Meeting 

            


    

    
      	
               ̈

            	
              Report
                of Chief Compliance Officer

            


    

    
      	
               ̈

            	
              Report
                of Audit Committee (if applicable)

            


    

    
      	
               ̈

            	
              Report
                of Administrator 

            


    

    
      	
               ̈

            	
              Review
                Investor Relations Matters

            


    

    
      	
               ̈

            	
              Regulatory
                Update 

            


    

    
      	
               ̈

            	
              Ratify
                Filings with the U.S. Securities and Exchange Commission (“SEC”), the
                Commodities Futures Trading Commission (“CFTC”), American Stock Exchange
                (“AMEX”), National Futures Association (“NFA”) and any other regulatory
                body

            


    

    
      	
               ̈

            	
              General
                Implementation Resolution 

            


    

    
      	
               ̈

            	
              Approve/Review
                Next Meeting Date

            


    

    


    Initial
      Items

     

    
      
        	
                Approve
                  Code of Conduct and Ethics (pursuant to Item 406 of SEC Regulation
                  S-K)

              	 	 


      

Annual
      Items

     

    
      
        	 	 	
                Last
                  Approved

              	 	
                Next
                  Approved

              
	 	 	 	 	 
	
                Approve
                  Annual Report to unitholders /Form 10-K to be filed with the SEC
                  and NFA,
                  and sent to limited partners/unitholders no later than 90 days
                  after
                  fiscal year end so long as LP is a non-accelerated filer, and 60
                  days
                  after fiscal year end when LP becomes an accelerated
                  filer.

              	 	 	 	 
	 	 	 	 	 
	
                Ratify
                  appointment of independent auditors by the Audit Committee and
                  associated
                  fees

              	 	 	 	 
	 	 	 	 	 
	
                Ratify
                  annual designation of Audit Committee Financial Expert, as defined
                  under
                  Item 407(d) of Regulation S-K, if appropriate

              	 	 	 	 
	 	 	 	 	 
	
                Approve
                  any changes to the Audit Committee Charter recommended by the Audit
                  Committee

              	 	 	 	 
	 	 	 	 	 
	
                Approve
                  D&O/E&O Insurance for members of the Board and Audit Committee, if
                  such insurance in obtained

              	 	 	 	 


      

    

    ___________

    1
      Pursuant
      to the rules of the American Stock Exchange (“AMEX Company Guide”), the Board of
      Directors and the Audit Committee of any listed company are required to meet
      at
      least quarterly. In addition, the independent directors of the Board of
      Directors are required to meet as least annually in executive
      session.

     

    
      
        
        

      

      
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                Other
                  Items

              	 	 
	 	 	 
	
                Review
                  and approve related party transactions

              	 	 
	 	 	 
	
                Approve
                  service provider agreements between LP and BBH&Co 

              	 	 


      

    

    


    AUDIT
      COMMITTEE

    


    Initial
      Items

     

    
      
        	
                Approve
                  formal written charter of Audit Committee

              	 	 
	 	 	 
	
                Determine
                  that at least one member of the Audit Committee is “Financially
                  Sophisticated” pursuant to the rules of AMEX and is an Audit Committee
                  Financial Expert, as defined under Item 407(d) of Regulation S-K,
                  if
                  appropriate 

              	 	 
	 	 	 
	
                Determine
                  that at least three members of the Audit Committee are Independent
                  (under
                  both Section 121A of the AMEX Company Guide and Rule 10A-3 of the
                  Securities Exchange Act of 1934)

              	 	 
	 	 	 
	
                Approve
                  independent auditors

              	 	 
	 	 	 
	
                Approve
                  procedures for handling “Whistleblower” complaints

              	 	 


      

    

     

    Monthly
      Items

    

      
        	 	 	
                Last
                  Approved

              	 	
                Next
                  Approved

              
	 	 	 	 	 
	
                Review
                  Account Statements (prepared in accordance with CFTC rules) provided
                  to
                  unitholders/ limited partners 

              	 	 	 	 


      

    

    


    Quarterly
      Items

     

    
      
        	 	 	
                Last
                  Approved

              	 	
                Next
                  Approved

              
	 	 	 	 	 
	
                Approve
                  minutes of previous meeting

              	 	 	 	 
	 	 	 	 	 
	
                Pre-Approval
                  of non-audit services provided by the independent auditors pursuant
                  to
                  pre-approval procedures & fees

              	 	 	 	 
	 	 	 	 	 
	
                Review
                  Quarterly Reports on Form 10-Q to be filed with the SEC

              	 	 	 	 


      

    


    
      
        
        

      

      
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    Annual
      Items

     

    
      
        	 	 	
                Last
                  Approved

              	 	
                Next
                  Approved

              
	 	 	 	 	 
	
                Review/Approve
                  audited financial statements included in Annual Report on Form
                  10-K and in
                  form to be filed with the NFA

              	 	 	 	 
	 	 	 	 	 
	
                Approve
                  independent auditors for the following calendar year

              	 	 	 	 
	 	 	 	 	 
	
                Review
                  and evaluate the qualifications, independence and performance of
                  the
                  independent auditors

              	 	 	 	 
	 	 	 	 	 
	
                Approve
                  fees associated with the engagement of independent auditors for
                  the
                  following calendar year

              	 	 	 	 
	 	 	 	 	 
	
                Review
                  and assess adequacy of the Audit Committee Charter

              	 	 	 	 
	 	 	 	 	 
	
                Evaluate
                  Audit Committee’s performance

              	 	 	 	 
	 	 	 	 	 
	
                Review
                  services and fees of LP’s counsel and other service providers
                  

              	 	 	 	 
	 	 	 	 	 
	
                Report
                  of Independent Auditors: review of arrangements for and scope of
                  audit
                  plan/provide next year’s fees and engagement letter

              	 	 	 	 


      

    

     

    
      
        
        

      

      
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    APPENDIX
      B TO THE

    ADMINISTRATIVE
      AGENCY AGREEMENT

    


    List
      of Authorized Persons

     

    


    UNITED
      STATES GASOLINE FUND, LP

    
      	 	
              By:

            	
              Victoria
                Bay Asset Management, LLC, as General Partner

            
	 	 	
              By:

            	
               

                

              

            
	 	 	
                  Name:
                Nicholas D. Gerber

            
	 	 	
                  Title:
                President and Management Director

            
	 	 	
                  Date:

            


    

     

    VICTORIA
      BAY ASSET MANAGEMENT, LLC

    


    
      	
              By:

            	 
	
              Name:
                Nicholas D. Gerber

            
	
              Title:
                President and Management Director

            
	
              Date:

            


    

     

    
      
        
        

      

      
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    APPENDIX
      C TO THE

    ADMINISTRATIVE
      AGENCY AGREEMENT

    


    AUTHORIZED
      SOURCES

    


    The
      General Partner and the Fund hereby acknowledge that the Administrator is
      authorized to use the following authorized sources
      for financial reporting, pricing (including corporate actions, dividends and
      rights offering), and foreign exchange quotations, to assist it in fulfilling
      its obligations under the aforementioned Agreement.

    


    BLOOMBERG

    EXTEL
      (LONDON)

    FUTURES
      COMMISSION MERCHANTS

    FUND
      MANAGERS

    INTERACTIVE
      DATA CORPORATION

    BROKERS

    REUTERS

    SUBCUSTODIAN
      BANKS

    TELEKURS

    VALORINFORM
      (GENEVA)

    REPUTABLE
      FINANCIAL PUBLICATIONS

    STOCK
      EXCHANGES

    FINANCIAL
      INFORMATION INC. CARD

    JJ
      KENNY

    FRI
      CORPORATION

     

    UNITED
      STATES GASOLINE FUND, LP

    
      	
            	
              By:

            	
              
                Victoria
                  Bay Asset Management, LLC, as General Partner

              

            
	 	 	
              By:

            	
               

                

              

            
	 	 	
                  Name:
                Nicholas D. Gerber

            
	 	 	
                  Title:
                President and Management Director

            
	 	 	
                  Date:

            


    

     

    VICTORIA
      BAY ASSET MANAGEMENT, LLC

    


    
      	
              By:

            	 
	 	
              Name:
                Nicholas D. Gerber

            
	 	
              Title:
                President and Management Director

            
	 	
              Date:

            


    


    
      
        
        

      

      
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    APPENDIX
      D


    BBH
      Pricing Policies

    Futures,
      Forwards, Swaps, Options and Treasuries

    


    The
      pricing policies stated below are used for all BBH clients,
      including Mutual Fund Registered Investment Companies. These policies have
      been
      audited by numerous accounting firms during annual fund audits.


    


    Futures

    Futures
      traded on exchanges are valued using the closing settlement prices quoted on
      the
      relevant exchange and obtained from pricing sources, typically Bloomberg or
      Reuters. 

    


    Forward
      Currency Contracts

    BBH
      obtains
      the WM Reuters London Close closing spot rates and the WM Reuters London Close
      forward point rates on a daily basis. The currency forward contract pricing
      model derives the differential in point rates to the expiration date of the
      forward and calculates its present value. The forward is valued at the net
      of
      the present value and the spot rate.

    


    Swaps

    Swaps
      and
      other similar derivative or contractual type instruments are valued at a price
      provided by a single broker or dealer, typically the counterparty. If no such
      price is available, the contract is valued at a price at which the counterparty
      to such contract would repurchase the instrument or terminate the
      contract.

    


    Options

    Option
      contracts on securities, currencies, indices, futures contracts, commodities
      and
      other instruments shall be valued at the last sale price on the exchange or
      market that is the Primary Market. If a contract did not trade on the Primary
      Market, it shall be valued at the last sale price on another exchange or market
      where it did trade. If there is no such sale price, the value shall be the
      most
      recent bid quotation.

    


    Sale
      prices and bid quotations indicated above shall be supplied by a Pricing Service
      (Reuters, Bloomberg, IDC, etc.). If a Pricing Service is not able to provide
      such sale prices or bid quotations, the value shall be determined by taking
      the
      mean between the bid and the asked quotations provided by a single broker or
      dealer, unless the broker or dealer can only provide a bid quotation, in which
      case the value shall be such bid quotation.

    


    Except
      as
      provided below, OTC currency options are valued by uploading the applicable
      implied volatility rates from Reuters or Bloomberg. Other inputs are either
      uploaded (interest rates, spots) or are specified when the ticker symbols are
      set up (expiration date, strike). OTC currency options are then priced by using
      the Garman-Kohlhagen modified Black-Scholes formula, which adjusts for a
      constant yield versus a fixed dividend.

    


    Except
      as
      provided below, OTC equity/index options are priced according to the contract
      specifications (days to expiration, current spot index level, interest rates,
      dividends, strike price) using the Black-Scholes pricing model, modified for
      dividends. The volatility input assumption is interpolated from the previous
      day’s price.

    


    
      
        
        

      

      
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    US
      Treasuries

    BBH
      uses
      an evaluated bid supplied by IDC for treasury prices.

     

    

     

    
      
        
        

      

      
        27