FORM
      OF

    UNITED
      STATES GASOLINE FUND, LP

    AUTHORIZED
      PURCHASER AGREEMENT

    


    This
      United States Gasoline Fund, LP Authorized Purchaser Agreement (the
“Agreement”), dated as of
      __________________, 2008 is entered into by and among United States Gasoline
      Fund, LP (the “Fund”) Victoria Bay Asset Management, LLC, a Delaware limited
      liability company and the general partner of United States Gasoline Fund, LP
      (the “General Partner”), on behalf of itself and as General Partner of United
      States Gasoline Fund, LP, and [AUTHORIZED
      PURCHASER]., a [STATE/ TYPE OF ENTITY]
      (the
“Authorized Purchaser”).

    


    SUMMARY

    


    The
      General Partner serves in its capacity as General Partner of United States
      Gasoline Fund, LP (the “Fund”) pursuant to the Limited Partnership Agreement
      dated as of the day the first Creation Basket is sold and the proceeds are
      invested (substantially in the form attached hereto) between the General Partner
      and the Limited Partners of the Fund (the “Partnership Agreement”). Brown
      Brothers Harriman Co. (the “Administrator” or “Custodian”) and ALPS Distributors
      (the “Marketing Agent”) each serve as agents of the General Partner for all
      purposes of this Agreement, and all references to agreements, obligations or
      duties of the Administrator, Custodian or Marketing Agent herein shall be deemed
      references to agreements, obligations of duties of the General Partner acting
      through the relevant agent. As provided in the Partnership Agreement and
      described in the Fund’s prospectus (the “Prospectus”), Units of fractional
      undivided beneficial interest in and ownership of the limited partnership (the
      “Units”) may be created or redeemed through the Marketing Agent by the
      Authorized Purchaser in aggregations of one hundred thousand (100,000) Units
      (each aggregation, a “Creation Basket” or “Redemption Basket,” respectively;
      collectively, “Baskets”). Creation Baskets are offered only pursuant to the
      registration statement of the Fund on Form S-1, as amended (Registration No.:
      333-142206), as declared effective by the Securities and Exchange Commission
      (the “SEC”) and as the same may be amended from time to time thereafter
      (collectively, the “Registration Statement”). Authorized Purchasers are the only
      persons that may place orders to create and redeem Creation Baskets or
      Redemption Baskets. 

    


    Capitalized
      terms used but not defined in this Agreement shall have the meanings assigned
      to
      such terms in the Prospectus. To the extent there is a conflict between any
      provision of this Agreement other than the indemnities provided in Section
      9 and
      the provisions of the Prospectus, the provisions of the Prospectus shall
      control. 

    


    To
      give
      effect to the foregoing premises and in consideration of the mutual covenants
      and agreements set forth below, the parties hereto agree as
      follows:

    


    Section
      1. Order Placement. 

    To
      place
      an order for the creation or redemption of one or more Baskets, an Authorized
      Purchaser must follow the procedures for creation and redemption referred to
      in
      Section 3 of this Agreement and attached to this Agreement as Exhibit A;
      provided, however, that in the case of an Authorized Purchaser’s initial order
      to purchase one or more Creation Baskets on the first day the Baskets are to
      be
      offered and sold, the procedures for creation will be as attached to this
      Agreement as Exhibit A-1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      2. Status and Obligations of Authorized Purchaser. 

    The
      Authorized Purchaser represents and warrants and covenants the following:


    


    (a) The
      Authorized Purchaser is a participant of the Depository Trust Company (“DTC”)
      (as such a participant, a “DTC Participant”). If the Authorized Purchaser ceases
      to be a DTC Participant, the Authorized Purchaser shall give prompt notice
      to
      the General Partner of such event, and this Agreement shall terminate
      immediately as of the date the Authorized Purchaser ceased to be a DTC
      Participant.

    


    (b) Unless
      Section 2(c) applies, the Authorized Purchaser either (i) is registered as
      a
      broker-dealer under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and is a member in good standing of the Financial
      Industry Regulation
      Association (“FINRA”),
      or
      (ii) is 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. The Authorized
      Purchaser will maintain any such registrations, qualifications and membership
      in
      good standing and in full force and effect throughout the term of this
      Agreement. The Authorized Purchaser will comply with all applicable federal
      law,
      the laws of the states or other jurisdictions concerned, and the rules and
      regulations promulgated thereunder, including, but not limited to those
      applicable to securities and commodities transactions, and with the
      Constitution, By-Laws and Conduct Rules of FINRA
      (if it
      is a FINRA
      member)
      to the extent the foregoing relate to the Authorized Purchaser’s transactions
      in, and activities with respect to the Baskets. The Authorized Purchaser will
      not directly or indirectly offer, sell or deliver Units in or from any state
      or
      jurisdiction where they may not lawfully be offered, sold and/or
      delivered.

    


    (c) If
      the
      Authorized Purchaser 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 2(b) above, the Authorized Purchaser 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 Securities Act of
      1933,
      as amended (the “1933 Act”) and the Commodities Exchange Act (the “CEA”), and
      the rules and regulations promulgated thereunder, and (iii) conduct its business
      in accordance with the spirit of the FINRA
      Conduct
      Rules, in each case to the extent the foregoing relate to the Authorized
      Purchaser’s transactions in, and activities with respect to the Baskets.


    


    (d) The
      Authorized Purchaser has written policies and procedures reasonably designed
      to
      comply 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 Authorized Purchaser is subject to the
      requirements of the PATRIOT Act. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) The
      Authorized Purchaser has the capability to send and receive communications
      via
      an authenticated telecommunication facility to and from the General Partner
      and
      its agents, ALPS Distributors, Inc. and Brown Brothers Harriman & Co. The
      Authorized Purchaser shall confirm such capability to the satisfaction of the
      General Partner and the Marketing Agent by the end of the Business Day (as
      defined in Section 6) before placing its first order with the Marketing Agent
      (whether such order is to create or to redeem Baskets). If required by the
      Marketing Agent, the Administrator or the Custodian with respect to authorized
      telecommunications by telephonic facsimile, the Authorized Purchaser shall
      enter
      into a separate agreement with the Marketing Agent, the Administrator or the
      Custodian, as the case may be, indemnifying such party with respect to its
      communications by telephonic facsimile. 

    


    (f) Because
      new Baskets can be created and Units therein issued on an ongoing basis, at
      any
      point during the life of the partnership, a “distribution,” as such term is used
      in the 1933 Act, may be occurring with respect to resales of these Units. The
      Authorized Purchaser is cautioned that some of its activities may result in
      its
      being deemed a participant in a distribution in a manner that would render
      it a
      statutory underwriter and subject it to the prospectus-delivery and liability
      provisions of the 1933 Act. The Authorized Purchaser should review the “What is
      the Plan of Distribution?” portion of the Prospectus and consult with its own
      counsel in connection with entering into this Agreement and placing an Order
      (as
      defined in Section 3). In addition to satisfying the prospectus-delivery and
      disclosure requirements of the 1933 Act, the Authorized Purchaser and any other
      participant in the distribution of the Units purchased by the Authorized
      Purchaser also has the obligation to comply with the disclosure delivery
      requirements under the CEA, including, with respect to the CEA, the requirement
      that the Authorized Purchaser provide an acknowledgement of receipt of the
      Prospectus (the “CEA Acknowledgement”) by it to the Fund, directly or through
      its agent, the Marketing Agent, prior to payment of the purchase price for
      any
      Creation Basket to the Fund and, to the extent required by the CEA or any
      regulations thereunder, the CEA Acknowledgments contemplated by Section 13
      hereof. To the extent the Authorized Purchaser has distributed a Preliminary
      Prospectus to prospective investors, if the Authorized Purchaser has been
      notified by the General Partner of material changes made to that document as
      compared to the final Prospectus, the Authorized Purchaser shall give notice
      to
      any prospective investor who received the Preliminary Prospectus of such
      material change prior to a sale.

    


    Section
      3. Orders. 

    (a) All
      orders to create or redeem Baskets shall be made in accordance with the terms
      of
      the Prospectus, this Agreement and the creation and redemption procedures
      attached hereto as Exhibit A (the “ Procedures”), except in the case of an
      Authorized Purchaser’s initial order to purchase one or more Creation Baskets on
      the first day the Baskets are to be offered and sold which will be governed
      by
      the procedures set forth in Exhibit A-1. Each party will comply with such
      foregoing terms to the extent applicable to it. The General Partner may issue
      additional or other procedures from time to time relating to the manner of
      creating or redeeming Baskets and the Authorized Purchaser will comply with
      such
      procedures. The Authorized Purchaser hereby consents to the use of recorded
      telephone lines; provided that the General Partner shall promptly provide copies
      of recordings of any such calls to the Authorized Purchaser upon reasonable
      request by the Authorized Purchaser unless such recordings have been erased
      or
      destroyed prior to receipt of such request in the normal course of business
      in
      accordance with the recording party’s general record keeping policies and
      procedures. The General Partner shall take such actions as necessary to satisfy
      Authorized Purchasers’ reasonable request for copies of recordings.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      Authorized Purchaser acknowledges and agrees it is acting solely as principal
      and not on behalf of any party for which it is acting (whether such party is
      a
      customer or otherwise), and that each order to create a Basket (a “Purchase
      Order”) and each order to redeem a Basket (a “Redemption Order,” and each
      Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the
      Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto
      as
      Exhibit B.

    


    (c) The
      General Partner acting by itself or through the Marketing Agent shall have
      the
      absolute right, but shall have no obligation, to reject any Purchase Order
      or
      Creation Basket Deposit (as defined in Section 6) (i) determined by the General
      Partner not to be in proper form; (ii) that, in the opinion of nationally
      recognized outside counsel, the General Partner would have adverse tax
      consequences to the Fund; (iii) the acceptance or receipt of which would, in
      the
      opinion of nationally recognized outside counsel to the General Partner, be
      unlawful; or (iv) if circumstances outside the control of the General Partner,
      the Marketing Agent or the Custodian make it for all practical purposes not
      feasible to process creations of Creation Baskets. None of the General Partner,
      the Marketing Agent or the Custodian shall be liable to any person by reason
      of
      the rejection of any Purchase Order or Creation Basket Deposit.

    


    (d) The
      General Partner acting by itself or through the Marketing Agent may, in its
      sole
      discretion, reject any Redemption Order (i) determined by the General Partner
      not to be in proper form (ii) the fulfillment of which its counsel advises
      may
      be illegal under applicable laws and regulations, or (iii) if circumstances
      outside the control of the General Partner, the Marketing Agent or the Custodian
      make it for all practical purposes not feasible for the Units to be delivered
      under the Redemption Order.

    


    Section
      4. Fees. 

    In
      connection with each Order by an Authorized Purchaser to create or redeem one
      or
      more Baskets, the General Partner shall charge, and the Authorized Purchaser
      shall pay to the General Partner, the Transaction Fee prescribed in the
      Prospectus applicable to such creation or redemption. The initial Transaction
      Fee shall be one thousand dollars ($1,000). The Transaction Fee may be adjusted
      from time to time as set forth in the Prospectus. 

    


    Section
      5. Authorized Persons. 

    Concurrently
      with the execution of this Agreement and as requested in writing from time
      to
      time thereafter, the Authorized Purchaser shall deliver to the General Partner
      and the Marketing Agent, notarized and duly certified as appropriate by its
      secretary or other duly authorized official, a certificate in the form of
      Exhibit C setting forth the names and signatures of all persons authorized
      to
      give instructions relating to activity contemplated hereby or by any other
      notice, request or instruction given on behalf of the Authorized Purchaser
      (each, an “Authorized Person”). The General Partner or the Marketing Agent may
      accept and rely upon such certificate as conclusive evidence of the facts set
      forth therein and shall consider such certificate to be in full force and effect
      until the General Partner receives a superseding certificate bearing a
      subsequent date. Upon the termination or revocation of authority of any
      Authorized Person by the Authorized Purchaser, the Authorized Purchaser shall
      give immediate written notice of such fact to the General Partner and the
      Marketing Agent, and such notice shall be effective upon receipt by the General
      Partner. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      6. Creation Procedures.

    On
      any
      Business Day, an Authorized Purchaser may place an order with the Marketing
      Agent to create one or more Creation Baskets in accordance with this Section
      6
      and the Procedures. For purposes of processing Purchase and Redemption Orders,
      a
“Business Day” means any day other than a day when any of the American Stock
      Exchange, the New York Mercantile Exchange or the New York Stock Exchange is
      closed for regular trading. Purchase orders must be placed by 12:00 PM New
      York
      time or the close of regular trading on the American Stock Exchange, whichever
      is earlier, except in the case of an Authorized Purchaser’s initial order to
      purchase one or more Creation Baskets on the first day the Baskets are to be
      offered and sold, when such orders shall be placed by 9:00 AM New
      York
      time on the day agreed to by the General Partner and the Authorized Purchaser.
      The day on which the Marketing Agent receives a valid Purchase Order is the
      Purchase Order Date.
      By
      placing a Purchase Order, an Authorized Purchaser agrees to (1)
      deposit
      Treasuries, cash, or a combination of Treasuries and cash with the Custodian of
      the Fund,
      and (2)
      if required by the General Partner in its sole discretion, enter into or arrange
      for a block trade, an exchange for physical or exchange for swap, or any other
      over-the-counter energy transaction (through itself or a designated acceptable
      broker) with the Fund for the purchase of a number and type of futures contracts
      at the closing settlement price for such contracts on the Purchase Order Date,
      as specified in the Purchase Order Form (see Exhibit B). Failure to consummate
      (1) and (2) above shall result in the cancellation of the order. The number
      and
      type of contracts specified shall be determined by the General Partner, in
      its
      sole discretion, to meet the Fund’s investment objective and shall be purchased
      as a result of the Authorized Purchaser’s purchase of Units.

    


    Prior
      to
      the delivery of Baskets for a Purchase Order, the Authorized Purchaser must
      also
      have wired to the Custodian the non-refundable transaction fee due for the
      Purchase Order. “ Treasuries” shall be any U.S. treasury security with two years
      or less remaining to maturity with an aggregate market value, as determined
      in
      the sole discretion of the Administrator using the valuation procedures set
      forth in Exhibit D, that together with any cash amount, will equal the purchase
      price of the Creation Basket being purchased.

    


    The
      total
      deposit required to create each basket (“Creation Basket Deposit”) will be an
      amount of Treasuries and cash that is in the same proportion to the total assets
      of the Fund (net of estimated accrued but unpaid fees, expenses and other
      liabilities) on the date the order to purchase is properly received as the
      number of Units to be created under the Purchase Order is in proportion to
      the
      total number of Units outstanding on the date the order is received.


    


    The
      General Partner determines, directly in its sole discretion, or in consultation
      with the Administrator, the requirements for Treasuries and/or the amount of
      cash, including the maximum permitted remaining maturity of a Treasury and
      the
      proportions of Treasuries and cash, that may be included in deposits to create
      Baskets. The Marketing Agent will publish such requirements at the beginning
      of
      each Business Day. Unless otherwise determined by the General Partner, if
      Treasuries and cash are to be deposited, the amount of the cash deposit required
      will be the difference between (i) the aggregate market value of the Treasuries
      required to be included in a Creation Basket Deposit as of 4:00 PM New York
      time
      on the Purchase Order Date
      and (ii)
      the total required deposit.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    An
      Authorized Purchaser who places a Purchase Order is responsible for transferring
      to the Fund’s account with the Custodian the required amount of Treasuries
      and/or cash by the end of the third Business Day following the Purchase Order
      Date,
      except
      in the case of an Authorized Purchaser’s initial order to purchase one or more
      Creation Baskets on the first day the Baskets are to be offered and sold when
      the Creation Basket Deposit will be due by 12:00 PM New York time on the date
      the Purchase Order was accepted by the Marketing Agent. Upon receipt of the
      deposit amount, the Administrator will cause DTC to credit the number of Baskets
      ordered to the Authorized Purchaser’s DTC account on the third Business Day
      following the Purchase Order Date,
      except
      in the case of an Authorized Purchaser’s initial order to purchase one or more
      Creation Baskets, when the Administrator will cause DTC to credit the number
      of
      Baskets so ordered upon confirmation by the Custodian that the Creation Basket
      Deposit has been received by the Custodian. The expense and risk of delivery
      and
      ownership of Treasuries until such Treasuries have been received by the
      Custodian on behalf of the Fund shall be borne solely by the Authorized
      Purchaser.

    


    Section
      7. Redemption Procedures. 

    On
      any
      Business Day, an Authorized Purchaser may place an order with the Marketing
      Agent to redeem one or more Redemption Baskets in accordance with this Section
      7
      and the Procedures. Redemption Orders must be placed by 12:00 PM New York time
      or the close of regular trading on the American Stock Exchange, whichever is
      earlier. A Redemption Order so received is effective on the date it is received
      in satisfactory form by the Marketing Agent. The day on which the Marketing
      Agent receives a valid Redemption Order is the “Redemption Order Date”. By
      placing a Redemption Order, an Authorized Purchaser agrees to (1)
      deliver
      the Redemption Basket to be redeemed through DTC’s book-entry system to the
      Fund’s account with the Custodian not later than 3:00 PM New York time on the
      third Business Day following the effective date of the Redemption
      Order
      (“Redemption Distribution Date”), and (2) if required by the General Partner in
      its sole discretion, enter into or arrange for a block trade, an exchange for
      physical or exchange for swap, or any other over-the-counter energy transaction
      (through itself or a designated acceptable broker) with the Fund for the sale
      of
      a number and type of futures contracts at the closing settlement price for
      such
      contracts on the Redemption Order Date, as specified in the Redemption Order
      Form (see Exhibit B). Failure to consummate (1) and (2) above shall result
      in
      the cancellation of the order. The number and type of contracts specified shall
      be determined by the General Partner, in its sole discretion, to meet the Fund’s
      investment objective and shall be sold as a result of the Authorized Purchaser’s
      sale of Units.
      Prior
      to the delivery of the redemption distribution for a Redemption Order, the
      Authorized Purchaser must also have wired to the Fund’s account at the Custodian
      the non-refundable Transaction Fee due for the Redemption Order.

    


    The
      redemption distribution from the Fund consists of a transfer to the redeeming
      Authorized Purchaser of an amount of Treasuries and/or cash with a value that
      is
      in the same proportion to the total assets of the Fund (net of estimated accrued
      but unpaid fees, expenses and other liabilities) on the date the order to redeem
      is properly received as the number of Units to be redeemed under the Redemption
      Order is in proportion to the total number of Units outstanding on the date
      the
      order is received. The General Partner, directly or in consultation with the
      Administrator, will determine the requirements for Treasuries and/or the amount
      of cash, including the maximum permitted remaining maturity of a Treasury,
      and
      the proportions of Treasuries and cash, that may be included in distributions
      to
      redeem Baskets. The Marketing Agent will publish such requirements as of 4:00
      PM
      New York time on the Redemption Order Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      redemption distribution due from the Fund is delivered to the Authorized
      Purchaser on the Redemption Distribution Date if, by 3:00 PM New York time
      on
      such Redemption Distribution Date, the Fund’ s DTC account has been credited
      with the Baskets to be redeemed. If the Fund’s DTC account has not been credited
      with all of the Baskets to be redeemed by such time, the redemption distribution
      is delivered to the extent of whole Baskets received. Any remainder of the
      redemption distribution is delivered on the next Business Day to the extent
      of
      remaining whole Baskets received if the Fund receives the fee applicable to
      the
      extension of the Redemption Distribution Date which the General Partner may,
      from time to time, determine and the remaining Baskets to be redeemed are
      credited to the Fund’s DTC account by 9:00 AM New York time on such next
      Business Day. Any further outstanding amount of the Redemption Order may be
      cancelled at the election of the General Partner. Pursuant to instruction from
      the General Partner, the Custodian may also deliver the redemption distribution
      notwithstanding that the Baskets to be redeemed are not credited to the Fund’s
      DTC account by 3:00 PM New York time on the Redemption Distribution Date if
      the
      Authorized Purchaser has collateralized its obligation to deliver the Baskets
      through DTC’s book entry system on such terms as the General Partner may from
      time to time determine.

    


    The
      General Partner may, in its discretion, suspend the right of redemption, or
      postpone the Redemption Distribution Date, (1) for any period during which
      the
      American Stock Exchange or the New York Mercantile Exchange is closed other
      than
      customary weekend or holiday closings, or trading on the American Stock Exchange
      or the New York Mercantile Exchange is suspended or restricted or (2) for any
      period during which an emergency exists as a result of which delivery, disposal
      or evaluation of Treasuries or other assets of the Fund is not reasonably
      practicable. None of the General Partner, the Marketing Agent, the Administrator
      or the Custodian will be liable to any person or in any way for any loss or
      damages that may result from any such suspension or postponement.

    


    Section
      8. Role of Authorized Purchaser. 

    (a) The
      Authorized Purchaser acknowledges that, for all purposes of this Agreement,
      the
      Authorized Purchaser is and shall be deemed to be an independent contractor
      and
      has and shall have no authority to act as agent for the Fund, the Marketing
      Agent, the Administrator, the Custodian or the General Partner in any matter
      or
      in any respect. 

    


    (b) The
      Authorized Purchaser will, to the extent reasonably practicable, make itself
      and
      its employees available, upon request, during normal business hours to consult
      with the General Partner and the Marketing Agent concerning the performance
      of
      the Authorized Purchaser’s responsibilities under this Agreement; provided that
      the Authorized Purchaser shall be under no obligation to divulge or otherwise
      discuss any information that the Authorized Purchaser believes (i) is
      confidential or proprietary in nature or (ii) the disclosure of which to third
      parties would be prohibited. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Notwithstanding
      the provisions of Section 8(b), the Authorized Purchaser will maintain records
      of all sales of Creation Baskets made by or through it and, upon reasonable
      request of the General Partner, except if prohibited by applicable law and
      subject to any privacy obligations or other obligations arising under federal
      or
      state securities laws it may have to its customers, will furnish the General
      Partner with the names and addresses of the purchasers of such Creation Baskets
      and the number of Creation Baskets purchased if and to the extent that the
      General Partner has been requested to provide such information to the
      Commodities Futures Trading Commission, Securities Exchange Commission, National
      Association of Securities Dealers, or Internal Revenue Service (“Fund
      Regulators”). For the avoidance of doubt, all such information provided by the
      Authorized Purchaser shall be Confidential Information (as defined in Section
      18) and shall not be used for any purpose other than to satisfy requests of
      Fund
      Regulators. 

    


    (d) The
      Fund
      may from time to time be obligated to deliver prospectuses, proxy materials,
      annual or other reports of the Fund or other similar information (“Fund
      Documents”) to its limited partners. The Authorized Purchaser agrees (i) subject
      to any privacy obligations or other obligations arising under federal or state
      securities laws it may have to its customers, to reasonably assist the General
      Partner in ascertaining certain information regarding sales of Creation Baskets
      made by or through the Authorized Purchaser that is necessary for the Fund
      to
      comply with such obligations upon written request of the General Partner or
      (ii)
      in lieu thereof, and at the option of the Authorized Purchaser, the Authorized
      Purchaser may undertake to deliver Fund Documents to the Authorized Purchaser’s
      customers that custody Units with the Authorized Purchaser, after receipt from
      the Fund of sufficient quantities of such Fund Documents to allow mailing
      thereof to such customers. The expenses associated with such transmissions
      shall
      be borne by the General Partner in accordance with usual custom and practice
      in
      respect of such communications. The General Partner agrees that the names,
      addresses and other information concerning the Authorized Purchaser’s customers
      are and shall remain the sole property of the Authorized Purchaser, and none
      of
      the General Partner, the Fund or any of their respective affiliates shall use
      such names, addresses or other information for any purposes except in connection
      with the performance of their duties and responsibilities hereunder and except
      to the extent necessary for the Fund to meet its regulatory requirements as
      set
      forth in Section 8(b) and in this Section 8(c) of the Agreement.

     

    


    Section
      9. Indemnification. 

    (a) Indemnification
      of Authorized Purchaser. The General Partner agrees to indemnify, defend and
      hold harmless the Authorized Purchaser, its partners, stockholders, members,
      directors, officers, employees, affiliates, agents and any person who controls
      such persons 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
      (each a “GP Indemnified Person”), from and against any loss, damage, expense,
      liability or claim (including reasonable attorney fees and the reasonable cost
      of investigation) which the Authorized Purchaser or any such person may incur
      under the 1933 Act, the Exchange Act, the CEA, the common law or otherwise,
      insofar as such loss, damage, expense, liability or claim arises out of or
      is
      based upon:

    


    (1) any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      Registration Statement (or in the Registration Statement as amended or
      supplemented) or in a Prospectus (the term Prospectus for the purpose of this
      Section 9 being deemed to include the Prospectus and the Prospectus as amended
      or supplemented) or 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 Authorized
      Purchaser furnished in writing by or on behalf of the Authorized Purchaser
      to
      the General Partner expressly for use in such Registration
      Statement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2) any
      untrue statement or alleged untrue statement of a material fact or breach by
      the
      General Partner of any representation or warranty contained in this
      Agreement;

    


    (3) the
      failure by the General Partner, the Fund or their respective agents to perform
      when and as required, any agreement, obligation, duty or covenant contained
      herein;

    


    (4) the
      failure by the General Partner, the Fund or their respective agents to comply
      with applicable laws and the rules and regulations of any governmental entity
      or
      any self-regulatory organization to the extent the foregoing relates to
      transactions in, and activities with respect to Baskets; or

    


    (5) the
      Authorized Purchaser’s performance of its duties under this Agreement except in
      the case of this clause (5), for any loss, damage, expense, liability or claim
      resulting from the gross negligence or willful misconduct of the Authorized
      Purchaser.

    


    In
      no
      case is the indemnity of the General Partner in favor of the Authorized
      Purchaser and such other persons as are specified in this Section 9(a) to be
      deemed to protect the Authorized Purchaser and such persons against any
      liability to the General Partner or the Fund to which the Authorized Purchaser
      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 a GP
      Indemnified Person or any such person in respect of which indemnity may be
      sought against the General Partner pursuant to the foregoing paragraph, such
      GP
      Indemnified Person shall promptly notify the General Partner in writing of
      the
      institution of such Proceeding, provided, however, that the omission to so
      notify the General Partner shall not relieve the General Partner or the Fund
      from any liability which it may have to the GP Indemnified Person except to
      the
      extent that it has been materially prejudiced by such failure and has not
      otherwise learned of such Proceeding. The GP Indemnified Person shall have
      the
      right to employ its own counsel in any such case and the fees and expenses
      of
      such counsel shall be borne by the General Partner and the Fund 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 GP Indemnified Persons who are parties to
      such Proceeding) or for the expenses and fees incurred with respect to matters
      that are not indemnifiable in accordance with the preceding paragraph. A GP
      Indemnified Person shall give the General Partner reasonable prior notice of
      settlement of any Proceeding in respect of which indemnity may be sought against
      the General Partner pursuant to this Section 9(a), provided, however that the
      omission to so notify the General Partner shall not relieve the General Partner
      or the Fund from any liability which it may have to the GP Indemnified Person.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      Authorized Purchaser agrees to indemnify, defend and hold harmless each of
      the
      Fund, the General Partner and its partners, stockholders, 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 (each, an “AP Indemnified
      Person”), from and against any loss, damage, expense, liability or claim
      (including reasonable attorney fees and the reasonable cost of investigation)
      which the AP Indemnified Person may incur as a result of or in connection with
      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
      Authorized Purchaser 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
      Authorized Purchaser will also indemnify each AP Indemnified Person from and
      against any loss, damage, expense, liability or claim (including the reasonable
      cost of investigation) which such AP Indemnified Person may incur as a result
      of
      or in connection with any actions of an AP Indemnified Person in accordance
      with
      any instructions by the Authorized Purchaser except in the case of any loss,
      damage, expense, liability or claim resulting from the gross negligence or
      willful misconduct of an AP Indemnified Person. In no case is the indemnity
      of
      the Authorized Purchaser in favor of each AP Indemnified Person to be deemed
      to
      protect the AP Indemnified Person and such persons against any liability to
      the
      Authorized Purchaser to which the AP Indemnified Person 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 an AP Indemnified Person, such AP Indemnified
      Person shall promptly notify the Authorized Purchaser in writing of the
      institution of such Proceeding; provided, however, that the omission to so
      notify the Authorized Purchaser shall not relieve the Authorized Purchaser
      from
      any liability which it may have to such AP Indemnified Person except to the
      extent that it has been materially prejudiced by such failure and has not
      otherwise learned of such Proceeding. The AP Indemnified Person or such person
      shall have the right to employ its own counsel and the fees and expenses of
      such
      counsel shall be borne by the Authorized Purchaser and paid as incurred (it
      being understood, however, that the Authorized Purchaser 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 AP Indemnified Persons who are parties to such
      Proceeding) or for the expenses and fees incurred with respect to matters that
      are not indemnifiable in accordance with the preceding paragraph. An AP
      Indemnified Person shall give the Authorized Purchaser reasonable prior notice
      of settlement of any Proceeding in respect of which indemnity may be sought
      against the Authorized participant pursuant to this Section 9(b), provided,
      however that the omission to so notify the General Partner shall not relieve
      the
      General Partner or the Fund from any liability which it may have to the GP
      Indemnified Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) The
      indemnity agreements contained in this Section 9 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 Authorized Purchaser, 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 Authorized Purchaser 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 Authorized Purchaser 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
      10.

    (a) Limitation
      of Liability. 

    None
      of
      the General Partner, the Authorized Purchaser, the Marketing Agent, the
      Administrator, or the Custodian, shall be liable to each other or to any other
      person, including any party claiming by, through or on behalf of the Authorized
      Purchaser, for any losses, liabilities, damages, costs or expenses arising
      out
      of any mistake or error in data or other information provided to any of them
      by
      each other or any other person or out of any interruption or delay in the
      electronic means of communications used by them.

    


    (b) Tax
      Liability. 

    The
      Authorized Purchaser shall be responsible for the payment of any transfer tax,
      sales or use tax, stamp tax, recording tax, value added tax and any other
      similar tax or government charge applicable to the creation or redemption of
      any
      Basket made pursuant to this Agreement, regardless of whether or not such tax
      or
      charge is imposed directly on the Authorized Purchaser. To the extent the
      General Partner or the Fund is required by law to pay any such tax or charge,
      the Authorized Purchaser agrees to promptly indemnify such party for any such
      payment, together with any applicable penalties, additions to tax or interest
      thereon.

    


    Section
      11. Acknowledgment. 

    The
      Authorized Purchaser acknowledges receipt of a copy of the Prospectus and
      represents that it has reviewed and understands such document. 

    


    Section
      12. Effectiveness and Termination.

    Upon
      the
      execution of this Agreement by the parties hereto, this Agreement shall become
      effective in this form as of the date first set forth above, and may be
      terminated at any time by any party upon thirty (30) days prior written notice
      to the other parties unless earlier terminated: (i) in accordance with Section
      2(a); (ii) upon notice to the Authorized Purchaser by the General Partner in
      the
      event of a breach by the Authorized Purchaser of this Agreement or the
      procedures described or incorporated herein; or (iii) at such time as the Fund
      is terminated. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      13. Marketing Materials; Representations Regarding Baskets; Identification
      in
      Registration Statement. 

    (a) The
      Authorized Purchaser represents, warrants and covenants that, (i) without the
      written consent of the General Partner, the Authorized Purchaser will not make,
      or permit any of its representatives to make, in connection with any sale or
      solicitation of a sale of Baskets any representations concerning the Units
      or
      the General Partner, the Fund or any AP Indemnified Person other than
      representations consistent with (A) the then-current Prospectus of the Fund,
      (B)
      printed information approved by the General Partner as information supplemental
      to such Prospectus or (C) any promotional materials or sales literature
      furnished to the Authorized Purchaser by the General Partner, and (ii) the
      Authorized Purchaser will not furnish or cause to be furnished to any person
      or
      display or publish any information or material relating to the Baskets, any
      AP
      Indemnified Person or the Fund that is not consistent with the Fund’s then
      current Prospectus. Copies of the then-current Prospectus of the Fund and any
      such printed supplemental information will be supplied by the General Partner
      to
      the Authorized Purchaser in reasonable quantities upon request. 

    


    (b) The
      Authorized Purchaser agrees to comply with the prospectus and disclosure
      delivery requirements of the federal securities and commodities laws. In
      connection therewith, the Authorized Purchaser will provide each prospective
      purchaser with a copy of the Fund’s Prospectus and, to the extent required under
      the CEA or regulations promulgated thereunder, obtain (or require any
      participant in the distribution of Units in a Creation Basket the Authorized
      Purchaser has purchased to obtain) the CEA Acknowledgment from any such
      purchaser prior to receipt of payment from the purchaser. The Authorized
      Purchaser shall (or shall require any participant in distribution of such Units
      in a Creation Basket the Authorized Purchaser has purchased) maintain each
      such
      CEA Acknowledgement until the termination of this Agreement, and provide a
      copy
      to the General Partner upon reasonable request.

    


    (c) The
      Authorized Purchaser hereby agrees that for the term of this Agreement the
      General Partner or its agent, the Marketing Agent, may deliver the then-current
      Prospectus, and any supplements or amendments thereto or recirculation thereof,
      to the Authorized Purchaser in Portable Document Format (“PDF”) via electronic
      mail to __________________ in lieu of delivering the Prospectus in paper form.
      The Authorized Purchaser may revoke the foregoing agreement at any time by
      delivering written notice to the General Partner and, whether or not such
      agreement is in effect, the Authorized Purchaser may, at any time, request
      reasonable quantities of the Prospectus, and any supplements or amendments
      thereto or recirculation thereof, in paper form from the General Partner or
      its
      agent, the Marketing Agent. The Authorized Purchaser acknowledges that it has
      the capability to access, view, save and print material provided to it in PDF
      and that it will incur no appreciable extra costs by receiving the Prospectus
      in
      PDF instead of in paper form. The General Partner will, when requested by the
      Authorized Purchaser, make available at no cost the software and technical
      assistance necessary to allow the Authorized Purchaser to access, view and
      print
      the PDF version of the Prospectus.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) For
      as
      long as this Agreement is effective, the Authorized Purchaser agrees to be
      identified as an authorized purchaser of the Fund at the General Partner’s
      discretion (i) in the section of the Prospectus included within the Registration
      Statement entitled “Creation and Redemption of Units,” and in any other section
      as may be required by the SEC and (ii) on the Fund’s website. Upon the
      termination of this Agreement, (i) during the period prior to when the General
      Partner qualifies and elects to file on Form S-3, the General Partner will
      remove such identification from the Prospectus in the amendment of the
      Registration Statement next occurring after the date of the termination of
      this
      Agreement and, during the period after when the General Partner qualifies and
      elects to file on Form S-3, the General Partner will promptly file a current
      report on Form 8-K indicating the withdrawal of the Authorized Purchaser as
      an
      authorized purchaser of the Fund and (ii) the General Partner will promptly
      update the Fund’s website to remove any identification of the Authorized
      Purchaser as an authorized purchaser of the Fund. 

    


    Section
      14. Certain Covenants of the General Partner.
      

    The
      General Partner, on its own behalf and on behalf of the Fund, covenants and
      agrees: 

    


    (a) to
      notify
      the Authorized Purchaser 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 the 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 deliver or otherwise make
      available, at the expense of the Fund, to the Authorized Purchaser copies of
      such amendments or supplements to such Prospectus as may be necessary to reflect
      any such change at such time and in such numbers as necessary to enable the
      Authorized Purchaser to comply with any obligation it may have to deliver such
      revised, supplemented or amended Prospectus to customers. 

    


    (b) to
      cause
Spicer
      Jeffries, LLP,
      accountants to the Fund, to deliver, at each time (i) the Registration Statement
      or the Prospectus is amended or supplemented by the filing of a post-effective
      amendment, (ii) a new Registration Statement is filed to register additional
      Baskets in reliance on Rule 429 of the 1933 Act, and (iii) there is financial
      information incorporated by reference into the Registration Statement or the
      Prospectus, letters dated such dates and addressed to the Authorized Purchaser,
      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; 

    


    (c) to
      deliver to the Authorized Purchaser, at each time (i) the Registration Statement
      or the Prospectus is amended or supplemented by the filing of a post-effective
      amendment, (ii) a new Registration Statement is filed to register additional
      Baskets in reliance on Rule 429 of the 1933 Act, and (iii) there is financial
      information incorporated by reference into the Registration Statement or the
      Prospectus, a certification by a duly authorized officer of the General Partner
      in the form attached hereto as Exhibit E. In addition, any certificate signed
      by
      any officer of the General Partner and delivered to the Authorized Purchaser
      or
      counsel for the Authorized Purchaser pursuant hereto shall be deemed to be
      a
      representation and warranty by the General Partner as to matters covered thereby
      to the Authorized Purchaser; 

    


    (d) to
      furnish directly or through the Marketing Agent to the Authorized Purchaser,
      at
      each time (i) the Registration Statement or the Prospectus is amended or
      supplemented by the filing of a post-effective amendment, (ii) a new
      Registration Statement is filed to register additional Baskets in reliance
      on
      Rule 429 of the 1933 Act, and (iii) there is financial information incorporated
      by reference into the Registration Statement or the Prospectus, such documents
      and certificates in the form as reasonably requested; and 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) 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.

    


    Section
      15. Third Party Beneficiaries. 

    Each
      AP
      Indemnified Person, to the extent it is not a party to this Agreement, is a
      third-party beneficiary of this Agreement and may proceed directly against
      the
      Authorized Purchaser (including by bringing proceedings against the Authorized
      Purchaser in its own name) to enforce any obligation of the Authorized Purchaser
      under this Agreement which directly or indirectly benefits such AP Indemnified
      Person. Each GP Indemnified Person, to the extent it is not a party to this
      Agreement, is a third-party beneficiary of this Agreement and may proceed
      directly against the General Partner, the Fund or their respective agents
      (including by bringing proceedings against the General Partner, the Fund or
      their respective agents in its own name) to enforce any obligation of the
      General Partner, the Fund or their agents under this Agreement which directly
      or
      indirectly benefits such GP Indemnified Person.

    


    Section
      16. Force Majeure. 

    No
      party
      to this Agreement shall incur any liability for any delay in performance, or
      for
      the non-performance, of any of its obligations under this Agreement by reason
      of
      any cause beyond its reasonable control. This includes any act of God or war
      or
      terrorism, any breakdown, malfunction or failure of transmission in connection
      with or other unavailability of any wire, communication or computer facilities,
      any transport, port, or airport disruption, industrial action, acts and
      regulations and rules of any governmental or supra national bodies or
      authorities or regulatory or self-regulatory organization or failure of any
      such
      body, authority or organization for any reason, to perform its obligations.
      

    


    Section
      17. Miscellaneous.
      

    (a) 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.

    


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

    


    (c) 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) 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.

    


    (e) 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.

    


    (f) 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):

    


    (1)    if
      to
      General Partner, to:

    


    Victoria
      Bay Asset Management, LLC

    c/o
      Nicholas D. Gerber

    P.O.
      Box
      6919

    Moraga,
      CA 94570

    


    (2)    if
      to the
      Authorized Purchaser, to:

    


    [please
      provide]


    


    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) Governing
      Law; Jurisdiction.

    


    (1) All
      questions concerning the construction, interpretation and validity of this
      Agreement and all transactions hereunder 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.

    


    (2) 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 or any related 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 any related 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 17(g) shall survive any termination of this
      Agreement, in whole or in part.

    


    (h) 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 Authorized
      Purchaser or any of its Affiliates, 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.

    


    (i) 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.

    


    (j) 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.

    


    (k)
       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.

    


    (l) Other
      Usages. The following usages shall apply in interpreting this Agreement: (i)
      references to a governmental or quasigovernmental agency, authority or
      instrumentality shall also refer to a regulatory body that succeeds to the
      functions of such agency, authority or instrumentality; and (ii) “including”
means “including, but not limited to.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      18. Confidentiality.

    


    (a)
      The
      General Partner and the Authorized Purchaser shall 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 or its customers 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:

    


    (1) is
      known
      to such party at the time of disclosure other than as the result of a breach
      of
      this Section 18 by such party;

    


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

    


    (3) 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

    


    (4) is
      required to be disclosed by law or similar compulsion or in connection with
      any
      legal proceeding or request for information on behalf of a governmental
      authority or self-regulatory organization, 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.

    


    (c)
      The
      parties recognize and acknowledge that a breach or threatened breach by a party
      of the provisions of this Section 18 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 18.

    


    (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 that may come to such party’s attention.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)
      Upon
      the
      termination of this Agreement, if requested in writing by the other party,
      each
      party shall, at such party’s option, promptly destroy or return to the other
      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.

    IN
      WITNESS WHEREOF, the Authorized Purchaser and the General Partner have caused
      this Agreement to be executed by their duly authorized representatives as of
      the
      date first set forth above. 

     

    VICTORIA
      BAY ASSET MANAGEMENT, LLC

    


    By:  _____________________________

    Name:
        

    Title:
        

    Address:
      

    Telephone:
      

    Facsimile:
      

    


    [AUTHORIZED
      PURCHASER]

    


    By:  _____________________________

    Name:
        

    Title:
        

    Address:
      

    Telephone:

    Facsimile:
      

    EXHIBIT
      A

    


    UNITED
      STATES GASOLINE FUND, LP

    CREATION
      AND REDEMPTION PROCEDURES

    


    Scope
      of
      Procedures and Overview

    


    These
      procedures (the “Procedures ”) describe the processes by which one or more
      Baskets of United States Gasoline Fund, LP Units (the “Units” ) may be purchased
      by an Authorized Purchaser, or, once Units have been issued, redeemed by an
      Authorized Purchaser. Units may be created or redeemed only in blocks of 100,000
      Units (each such block, a “Basket”).

    


    For
      purposes of these Procedures, a “Business Day” is 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. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Baskets
      are issued pursuant to the Prospectus, which will be delivered by the Marketing
      Agent to each Authorized Purchaser prior to its execution of the Authorized
      Purchaser Agreement, and are issued and redeemed in accordance with the
      Authorized Purchaser Agreement. Baskets may be issued and redeemed on any
      Business Day by the Marketing Agent in exchange for cash and/or Treasuries,
      which the Custodian receives from Authorized Purchasers or transfers to
      Authorized Purchasers, in each case on behalf of the Fund. 

    


    Upon
      acceptance of the Authorized Purchaser Agreement, the Marketing Agent will
      assign a personal identification number (a “PIN number”) to each Authorized
      Person authorized to act for the Authorized Purchaser. This will allow the
      Authorized Purchaser through its Authorized Person(s) to place Purchase Order(s)
      or Redemption Order(s) for Baskets. 

    


    Important
      Notes:

    


    Any
      Order
      is subject to rejection by the General Partner or the Marketing Agent, as agent
      of the General Partner, for the reasons set forth in the Authorized Purchaser
      Agreement.

    


    All
      Orders are subject to the provisions of the Partnership Agreement, the
      Prospectus and the Authorized Purchaser Agreement relating to unclear or
      ambiguous instructions.

    


    The
      Authorized Purchaser, and each distributor offering and selling Units as part
      of
      the distribution of such Units, shall comply with the prospectus delivery and
      disclosure requirements of the 1933 Act as well as the analogous requirements
      under the CEA, including, the requirement that prospective investors provide
      an
      acknowledgement of receipt of such disclosure materials prior to the payment
      for
      any Units to the extent the foregoing relates to the Authorized Purchaser’s
      transactions in, and activities with respect to, Units. 

    


    CREATION
      PROCESS

    


    An
      Order
      to purchase one or more Baskets placed by an Authorized Purchaser with the
      Marketing Agent by 12:00 PM New York time or the close of regular trading on
      the
      AMEX, whichever is earlier (the “Order Cut-Off Time”) on a Business Day (such
      day, “CREATION T”) results in the transfer to the Authorized Purchaser’s account
      at The Depository Trust Company (“DTC”) of Baskets the Authorized Purchaser has
      purchased, in most instances, by 9:00 AM New York time on CREATION T+3:


    


    CREATION
      PROCEDURES

    


    1. By
      the
      Order Cut-Off Time (the earlier of the close of regular trading on the AMEX
      or
      12:00 PM New York time), an Authorized Person of the Authorized Purchaser calls
      the Marketing Agent at (303) 623-2577 to notify such agent that the Authorized
      Purchaser wishes to place a Purchase Order to create an identified number of
      Baskets and to request that it be provided with an order number (an “Order
      Number”). The Authorized Person provides a PIN number as identification. The
      Marketing Agent provides the Authorized Purchaser with an Order Number for
      the
      Authorized Purchaser’s Purchase Order Form. The Authorized Purchaser then
      completes and faxes to the Marketing Agent the Purchase Order Form included
      as
      Exhibit B to the Authorized Purchaser Agreement. The Purchase Order Form must
      include the Authorized Person’s signature, the number of Baskets being
      purchased, and the Order Number. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. If
      the
      Marketing Agent has not received the Purchase Order Form from the Authorized
      Purchaser within 15 minutes after the Marketing Agent receives the phone call
      from the Authorized Purchaser referenced in item (1) above, the Marketing Agent
      places a phone call to the Authorized Purchaser to enquire about the status
      of
      the Order. If the Authorized Purchaser does not fax the Purchase Order Form
      to
      the Marketing Agent within 15 minutes after the Marketing Agent’s phone call,
      the Authorized Purchaser’s Order is cancelled. The Marketing Agent will then
      notify the Authorized Purchaser that the Order has been cancelled via telephone
      call.

    


    3. By
      placing a Purchase Order, an Authorized Purchaser agrees to (1) deposit
      Treasuries, cash, or a combination of Treasuries and cash with the Custodian
      of
      the Fund, and (2)
      if
      required by the General Partner in its sole discretion, enter into or arrange
      for a block trade, an exchange for physical or exchange for swap, or any other
      over-the-counter energy transaction (through itself or a designated acceptable
      broker) with the Fund for the purchase of a number and type of futures contracts
      at the closing settlement price for such contracts on the Purchase Order Date,
      as specified in the Purchase Order Form (see Exhibit B). Failure to consummate
      (1) and (2) above shall result in the cancellation of the order. The number
      and
      type of contracts specified shall be determined by the General Partner, in
      its
      sole discretion, to meet the Fund ’s investment objective and shall be purchased
      as a result of the Authorized Purchaser’s purchase of Units. If
      the
      Marketing Agent has received the Authorized Purchaser’s Purchase Order Form on
      time in accordance with the preceding timing rules, then by 1:00 PM New York
      time the Marketing Agent returns to the Authorized Purchaser a copy of the
      Purchase Order Form submitted, marking it “Affirmed.” The
      Marketing Agent shall also have completed Part II of the Purchase Order Form,
      which includes the specific number and type of futures contracts to be purchased
      at the closing settlement price on the Purchase Order Date.  

    


    4. Based
      on
      the Purchase Orders placed with it on CREATION T, the Marketing Agent sends
      a
      facsimile to the Transfer Agent indicating the total number of creation Units
      and total amount of cash and/or Treasuries for which the Marketing Agent will
      require an allocation into the custodial accounts
      of,
      respectively, the Authorized Purchaser and the Fund on CREATION T+3. If the
      Marketing Agent rejects a Purchase Order pursuant to the Authorized Purchaser
      Agreement after the foregoing messages are given to the Custodian, the Marketing
      Agent will notify the Transfer Agent of such rejection as
      soon
      as practicable
      but, in
      any event, by 1:30 PM New York time the same day, identifying the Authorized
      Purchaser whose Purchase Order was rejected and the amount of Units contained
      in
      the rejected Purchase Order. The Transfer Agent will address any such rejection
      notifications received after 1:30 PM New York time only on a best efforts basis.
      

    


    REDEMPTION
      PROCESS

    


    An
      order
      to redeem one or more Baskets placed by an Authorized Purchaser with the
      Marketing Agent by 12:00 PM New York time or the close of regular trading on
      the
      AMEX, whichever is earlier, on a Business Day (such day, “REDEMPTION T”) results
      in the following taking place by 3:00 p.m. New York time on REDEMPTION
      T+3:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Transfer
      to the account at DTC and the subsequent cancellation of the relevant number
      of
      the Authorized Purchaser’s Baskets; and

    


    Transfer
      to the Authorized Purchaser by credit to the Authorized Purchaser’s account of
      cash and Treasuries, if any, in the relevant amount(s) corresponding to the
      Baskets delivered for redemption (the “Redemption Distribution”).

    


    REDEMPTION
      PROCEDURES

    


    REDEMPTION
      T (REDEMPTION ORDER TRADE DATE)

    


    1. By
      the
      Order Cut-off Time, an Authorized Person of the Authorized Purchaser calls
      the
      Marketing Agent at (303) 623ÿ to notify the Marketing Agent that the Authorized
      Purchaser wishes to place a Redemption Order with the Marketing Agent to redeem
      an identified number of Baskets and to request that the Marketing Agent provide
      an Order Number. The Authorized Person provides a PIN number as identification
      to the Marketing Agent. The Marketing Agent provides the Authorized Purchaser
      with an Order Number for the Authorized Purchaser’s Redemption Order Form. The
      Authorized Purchaser then completes and faxes to the Marketing Agent the
      Redemption Order Form included as Exhibit B to the Authorized Purchaser
      Agreement. The Redemption Order Form must include the Authorized Person’s
      signature, the number of Baskets being redeemed, and the Order Number previously
      provided by the Marketing Agent.

    


    2. If
      the
      Marketing Agent has not received the Redemption Order Form from the Authorized
      Purchaser within 15 minutes after the Marketing Agent receives the phone call
      from the Authorized Purchaser referenced in item (1) above, the Marketing Agent
      places a phone call to the Authorized Purchaser to enquire about the status
      of
      the Order. If the Authorized Purchaser does not fax the Redemption Order Form
      to
      the Marketing Agent within 15 minutes after the Marketing Agent’s phone call,
      the Authorized Purchaser’ s Order is cancelled. The Marketing Agent will then
      notify the Authorized Purchaser that the Order has been cancelled via telephone
      call and via fax. 

    


    3. By
      placing a Redemption Order, an Authorized Purchaser agrees to (1) deliver the
      Redemption Basket to be redeemed through DTC’s book-entry system to the Fund’ s
      account with the Custodian not later than 3:00 PM New York time on the third
      Business Day following the effective date of the Redemption Order, and (2)
      if
      required by the General Partner in its sole discretion, enter into or arrange
      for a block trade, an exchange for physical or exchange for swap, or any other
      over-the-counter energy transaction (through itself or a designated acceptable
      broker) with the Fund for the sale of a number and type of futures contracts
      at
      the closing settlement price for such contracts on the Purchase Order Date,
      as
      specified in the Redemption Order Form (see Exhibit B). Failure to consummate
      (1) and (2) above shall result in the cancellation of the order. The number
      and
      type of contracts specified shall be determined by the General Partner, in
      its
      sole discretion, to meet the Fund ’s investment objective and shall be sold as a
      result of the Authorized Purchaser’s sale of Units. If
      the
      Marketing Agent has received the Authorized Purchaser’s Redemption Order Form on
      time in accordance with the preceding timing rules, then by 1:00 PM New York
      time the Marketing Agent returns to the Authorized Purchaser a copy of the
      Redemption Order Form submitted, marking it “Affirmed.” The Marketing Agent
shall
      indicate
      on the
      Redemption Order Form the amount of Treasuries and/or cash, if any, to be
      delivered in the Redemption Distribution, and provides details of the method
      of
      payment to be used for the Transaction Fee and the method of delivery of the
      Treasuries and/or cash portion, if any, of the Redemption Distribution.
The
      Marketing Agent shall also indicate on the returned Redemption Order Form the
      specific number and type of futures contracts to be sold at the closing
      settlement price for such contracts on the Redemption Order Date.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. By
      1:00
      PM New York time, the Marketing Agent sends a facsimile containing instructions
      to the Transfer Agent to transfer on REDEMPTION T+3 from the custodial accounts
      of, respectively, the Authorized Purchaser and the Fund (“deallocate”) the total
      number of creation Units and the total amount of cash and/or Treasuries required
      to settle the Redemption Orders received by the Marketing Agent on REDEMPTION
      T.
      If the Marketing Agent rejects a Redemption Order pursuant to the Authorized
      Purchaser Agreement after the foregoing message is sent, the Marketing Agent
      will notify the Transfer Agent of such rejection as
      soon as
      practicable
      but, in
      any event, by 1:30 pm New York time the same day, identifying the Authorized
      Purchaser whose Redemption Order was rejected and the amount of Units contained
      in the rejected Redemption Order. The Transfer Agent will address any such
      rejection notifications received after 1:30 pm New York time only on a best
      efforts basis. 

    


    REDEMPTION
      T+3

    1. By
      3:00
      PM New York time, the Authorized Purchaser delivers free to the relevant account
      at DTC the Baskets to be redeemed. 

    


    2. If
      the
      Custodian does not receive from a redeeming Authorized Purchaser all Units
      comprising the Baskets being redeemed by 3:00 PM New York time, (i) the
      Custodian will, only upon instruction from the General Partner, settle the
      Redemption Order to the extent of whole Baskets received from the Authorized
      Purchaser and (ii) the Marketing Agent will keep the redeeming Authorized
      Purchaser’s Redemption Order open until 9:00 AM New York time on the following
      Business Day (REDEMPTION T+4) as to the balance of the Redemption Order (such
      balance, the “Suspended Redemption Order”). For each day (whether or not a
      Business Day) the Redemption Order is held open, the Authorized Purchaser will
      be charged the greater of $300 or $30 times the number of Units included in
      the
      Suspended Redemption Order, as determined in the sole discretion of the Fund.
      

    


    REDEMPTION
      T+4

    1. By
      9:00
      AM New York time, the redeeming Authorized Purchaser must deliver free to the
      account at DTC the Basket(s) comprising the Suspended Redemption Order. The
      Marketing Agent will settle the Suspended Redemption Order to the extent of
      whole Baskets received. Any balance of the Suspended Redemption Order may be
      cancelled at the discretion of the General Partner. 

    


    2. The
      sequence of instructions and events related to the settlement of the Suspended
      Redemption Order on REDEMPTION T+4 will be made in the manner provided for
      a
      Redemption Order under REDEMPTION T+3. 

    


    *
      * *
      *

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

EXHIBIT
        A-1

    

    


    UNITED
      STATES GASOLINE FUND, LP

    INITIAL
      CREATION PROCEDURES

    


    Scope
      of
      Procedures and Overview

    


    These
      procedures (the “Initial Procedures”) describe the process by which one or more
      Baskets of United States Gasoline Fund, LP Units (the “Units”) may be purchased
      by an Authorized Purchaser. Units may be created only in blocks of 100,000
      Units
      (each such block, a “Basket”).

    


    For
      purposes of these Initial Procedures, a “Business Day” is 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. 

    


    Baskets
      are issu ed pursuant to the Prospectus, which will be delivered by the Marketing
      Agent to the Authorized Purchaser prior to its execution of the Authorized
      Purchaser Agreement, and are issued in accordance with the Authorized Purchaser
      Agreement. Baskets may be issued on any Business Day by the Marketing Agent
      in
      exchange for cash and/or Treasuries, which the Custodian receives from the
      Authorized Purchaser on behalf of the Fund. 

    


    Upon
      acceptance of the Authorized Purchaser Agreement, the Marketing Agent will
      assign a personal identification number (a “PIN number”) to the Authorized
      Person authorized to act for the Authorized Purchaser. This will allow the
      Authorized Purchaser through its Authorized Person(s) to place the initial
      Purchase Order for Baskets. 

     

    It
      is
      anticipated that on the effective date (the date the SEC declares the
      registration statement relating to the Fund effective), the initial Authorized
      Purchaser will, though it is under no obligation to do so, purchase one or
      more
      Creations Baskets at a price per Unit of $50.00 It is expected the proceeds
      of
      that purchase will be invested on that day and that Fund’s initial per unit net
      asset value will be established as of 4:00 p.m. New York City time that day.
      The
      Units are expected to begin trading on the day following the effective date.
      Units offered in Creation Baskets on any day after the effective date will
      be
      offered at the per Unit asset value as of the earlier of 4:00 p.m. New York
      time
      or the close of trading on the NYSE.

    


    Important
      Notes:

    


    Any
      Order
      is subject to rejection by the General Partner or the Marketing Agent, as agent
      of the General Partner, for the reasons set forth in the Authorized Purchaser
      Agreement.

    


    All
      Orders are subject to the provisions of the Partnership Agreement, the
      Prospectus and the Authorized Purchaser Agreement relating to unclear or
      ambiguous instructions.

    


    The
      Authorized Purchaser, and each distributor offering and selling Units as part
      of
      the distribution of such Units, shall comply with the prospectus delivery and
      disclosure requirements of the 1933 Act as well as the analogous requirements
      under the CEA, including, the requirement that prospective investors provide
      an
      acknowledgement of receipt of such disclosure materials prior to the payment
      for
      any Units to the extent the foregoing relates to the Authorized Purchaser’s
      transactions in, and activities with respect to Units. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CREATION
      PROCESS

    


    An
      Order
      to purchase one or more of the initial Baskets placed by the Authorized
      Purchaser with the Marketing Agent by 9:00 AM New York time (the “Order Cut-Off
      Time”) on a Business Day (such day, “CREATION T”) results in the transfer to the
      Authorized Purchaser’s account at The Depository Trust Company (“DTC”) of
      Baskets the Authorized Purchaser has purchased by 12:00 PM New York time on
      CREATION T+0 if payment for such Baskets has been received by the Custodian
      prior to that time: 

    


    CREATION
      PROCEDURES

    


    1. By
      the
      Order Cut-Off Time (the earlier of the close of regular trading on the AMEX
      or
      9:00 AM New York time), an Authorized Person of the Authorized Purchaser calls
      the Marketing Agent at (303) 623-2577 to notify such agent that the Authorized
      Purchaser wishes to place a Purchase Order to create an identified number of
      Baskets and to request that it be provided with an order number (an “Order
      Number”). The Authorized Person provides a PIN number as identification. The
      Marketing Agent provides the Authorized Purchaser with an Order Number for
      the
      Authorized Purchaser’s Purchase Order Form. The Authorized Purchaser then
      completes and faxes to the Marketing Agent the Purchase Order Form included
      as
      Exhibit B to the Authorized Purchaser Agreement. The Purchase Order Form must
      include the Authorized Person’s signature, the number of Baskets being
      purchased, and the Order Number. 

    


    2. If
      the
      Marketing Agent has not received the Purchase Order Form from the Authorized
      Purchaser within 15 minutes after the Marketing Agent receives the phone call
      from the Authorized Purchaser referenced in item (1) above, the Marketing Agent
      places a phone call to the Authorized Purchaser to enquire about the status
      of
      the Order. If the Authorized Purchaser does not fax the Purchase Order Form
      to
      the Marketing Agent within 15 minutes after the Marketing Agent’s phone call,
      the Authorized Purchaser’s Order is cancelled. The Marketing Agent will then
      notify the Authorized Purchaser that the Order has been cancelled via telephone
      call.

    


    3. By
      placing a Purchase Order, an Authorized Purchaser agrees to (1) deposit
      Treasuries, cash, or a combination of Treasuries and cash with the Custodian
      of
      the Fund, and (2) if required by the General Partner in its sole discretion,
      enter into or arrange for a block trade, an exchange for physical or exchange
      for swap, or any other over-the-counter energy transaction (through itself
      or a
      designated acceptable broker) with the Fund for the purchase of a number and
      type of futures contracts at the closing settlement price for such contracts
      on
      the Purchase Order Date, as specified in the Purchase Order Form (see Exhibit
      B). Failure to consummate (1) and (2) above shall result in the cancellation
      of
      the order. If
      the
      Marketing Agent has received the Authorized Purchaser’s Purchase Order Form on
      time in accordance with the preceding timing rules, then by 10:00 AM New York
      time the Marketing Agent returns to the Authorized Purchaser a copy of the
      Purchase Order Form submitted, marking it “Affirmed.” The
      Marketing Agent shall also have completed Part II of the Purchase Order Form,
      which includes the specific number and type of futures contracts to be purchased
      at the closing settlement price on the Purchase Order Date.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Based
      on
      the Purchase Orders placed with it on CREATION T, the Marketing Agent sends
      a
      facsimile to the Transfer Agent indicating the total number of creation Units
      and total amount of cash and/or Treasuries for which the Marketing Agent will
      require an allocation into the custodial accounts
      of,
      respectively, the Authorized Purchaser and the Fund on CREATION T+0 once the
      Custodian confirms to the Transfer Agent that the payment for such Baskets
      in
      same day funds has been received by it from the Authorized Purchaser. If the
      Marketing Agent rejects a Purchase Order pursuant to the Authorized Purchaser
      Agreement after the foregoing messages are given to the Custodian, the Marketing
      Agent will notify the Transfer Agent of such rejection as soon as practicable
      but, in any event, by 10:30 AM New York time the same day, identifying the
      amount of cash and/or Treasuries contained in the rejected Purchase Order.
      The
      Transfer Agent will address any such rejection notifications received after
      10:30 AM New York time only on a best efforts basis. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    UNITED
      STATES GASOLINE FUND, LP

    


    PURCHASE/REDEMPTION
      ORDER FORM

     

    CONTACT
      INFORMATION FOR ORDER EXECUTION:

    Telephone
      order number:        Telex
      Number  

    Facsimile
      number:     Business
      Number  

    
      

    

    ALL
      ITEMS
      IN PART I MUST BE COMPLETED BY AN AUTHORIZED PURCHASER. THE GENERAL PARTNER
      AND/OR THE MARKETING AGENT, IN THEIR DISCRETION, MAY REJECT ANY ORDER NOT
      SUBMITTED IN COMPLETE FORM.

     

    I. TO
      BE COMPLETED BY AUTHORIZED PURCHASER:

    

      
        	
                Date:

              	
                Time:

              
	
                Broker
                  Name:

              	
                Firm
                  Name:

              
	
                NSCC
                  Participant Number:

              	
                DTC
                  Participant Number:

              
	
                Telephone
                  Number:

              	
                Telex
                  Number:

              
	
                Fax
                  Number:

              	 


      

    

     

    Type
      of
      Order (Check One)

    


    Amount
      Created Units (100,000
      Units) ___________ 

    


    Amount
      Written Out    ___________

    


    Amount
      Redeemed Units (100,000 Units) _____________

    


    Amount
      Written Out:   ___________

    


    Order
      #: ____________________
      

    


    Check
      One:

    


    ____ Agree
      to
      purchase or arrange to purchase futures contracts, exchange for swaps, exchange
      for physical or other over-the-counter transaction in amount and type or form
      specified in Part II by the Marketing Agent

    


    ____ Agree
      to
      sell or arrange to sell futures contracts, exchange for swaps, exchange for
      physical or other over-the-counter transaction in amount and type specified
      in
      Part II by Marketing  Agent

    


    Authorized
      Person’s Signature  ________________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TO
      BE COMPLETED BY ALPS DISTRIBUTORS, INC.:

    


    This
      certifies that the above order has been:

    


    ___________
      Accepted
      by the
      Marketing Agent (for purchase or redemption) 

     

       Futures
      contracts to be _____ purchased _____ sold: 

     

    Type:
      _________________________

    


    Month/
      Year (e.g., 12 month strip beginning N07 and ending O08):
      ________________

    


    Quantity:
      ______________________

    


    Contracts:
      _____________________

    


    Closing
      Settlement Price: ___________________

    


    


    
      	____	
              Exchange
                for swaps, exchange for physical or other over-the-counter transaction
                entered  into
                in form acceptable to United States Gasoline Fund,
                LP

            


    

     

     

    ___________
      Declined
      -
      Reason: ________________________________________________

     

    


    _____________    
      __________         
      _______________________    

    Date       Time           Authorized
      Signature

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    UNITED
      STATES GASOLINE FUND, LP

    


    FORM
      OF
      CERTIFIED AUTHORIZED PERSONS 

    OF
      AUTHORIZED PURCHASER

    


    


    The
      following are the names, titles and signatures of all persons (each an
“Authorized Person”) authorized to give instructions relating to any activity
      contemplated by the United States Gasoline Fund, LP Authorized Purchaser
      Agreement or any other notice, request or instruction on behalf of the
      Authorized Purchaser pursuant to the aforementioned agreement.

    


    Authorized
      Purchaser: _______________________

    


    


    Name:
       _________________________

    


    Title: _________________________

    


    Signature:
       _________________________

    


    


    


    Name:
       _________________________

    


    Title:
       _________________________

    


    Signature:
       _________________________

    


    


    


    Name: _________________________

    


    Title: _________________________

    


    Signature: _________________________

    


    


    The
      undersigned, [name], [title] of [company], does hereby certify that the persons
      listed above have been duly elected to the offices set forth beneath their
      names, that they presently hold such offices, that they have been duly
      authorized to act as Authorized Persons pursuant to the United States Gasoline
      Fund, LP Authorized Purchaser Agreement by and between [Authorized
      Purchaser] and
      the
      General Partner of United States Gasoline Fund, LP, dated ___________________,
      and that their signatures set forth above are their own true and genuine
      signatures. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has hereby set his/her hand and the seal of
      [company] on the date set forth below. 

    


    Subscribed
      and sworn to before me

    this
      ___
      day of ___________, ______.

    


    


    By:

    


    Name: _________________________

    


    Signature:
       _________________________

    


    


    Notary
      Public

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      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.

    


    US
      Treasuries

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

    


    
      
        
        

      

      
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    EXHIBIT
      E

    


    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 Authorized Purchaser
      Agreement (the “Agreement”), dated as of _____________________, by and between
      the General Partner and [Authorized
      Purchaser],
      (“the
      Authorized Purchaser”), 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 an investment fund 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; 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (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) 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;

    


    (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
      under) 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 this Agreement, the
      issuance and sale of Units to the Authorized Purchaser hereunder and the
      consummation of the transactions contemplated hereby does 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 or the Fund;


    


    (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 Creation
      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 and the filing of the Prospectus
      with the National Futures Association, 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 or under the rules and
      regulations of the American Stock Exchange;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (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; 

    


    (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) [______________],
      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; 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (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, (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; 

    


    (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 or the Fund,
      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; and

    


    (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 

    


    (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 Agreement; 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (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. 

    


    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.

     

    
      
        
        

      

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

     

    By:
      ________________________

    Name:
      Nicholas D. Gerber

    Title:
      President

    


    


    I,
      Howard
      Mah, in my capacity as Secretary, hereby certify that Nicholas D. Gerber is
      the
      duly elected President of the General Partner, and that the signature set forth
      immediately above is his genuine signature. 

    


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

    
 

    By:
      ________________________

    Name:
      Howard Mah

    Title:
      Secretary

    


    
      
        
        

      

      
        8