FORM
      OF

    UNITED
      STATES GASOLINE FUND, LP

    MARKETING
      AGENT AGREEMENT

     

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

    


    WITNESSETH
      :

    


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

    


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

    


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

    


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

    


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

     

    SECTION
      1

    DEFINITIONS

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Authorized
      Purchaser” means the broker-dealer who enters into an Authorized Purchaser
      Agreement with the General Partner, including the initial Authorized Purchaser,
      [initial
      AP].

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    “Registration
      Statement” means, except when otherwise specified, the Fund’s registration
      statement on Form S-1 (File No. 333-137871) filed by the General Partner with
      the Commission as amended when it becomes effective under the 1933 Act,
      including all documents filed as a part thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2

    REPRESENTATIONS
      AND WARRANTIES 

    OF
      THE
      GENERAL PARTNER

    


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

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

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

            


    

    


    
      	 	
              (d)

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

            


    

    


    
      	 	
              (e)

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

            


    

    


    
      	 	
              (f)

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

            


    

    


    
      	 	
              (g)

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

            


    

    


    
      	 	
              (h)

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

            


    

    


    
      	 	
              (i)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (j)

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

            


    

    


    
      	 	
              (k)

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

            


    

    


    
      	 	
              (l)

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

            


    

    


    
      	 	
              (m)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (n)

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

            


    

    


    
      	 	
              (o)

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

            


    

    


    
      	 	
              (p)

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

            


    

    


    
      	 	
              (q)

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

            


    

    


    
      	 	
              (r)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (s)

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

            


    

    


    
      	 	
              (t)

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

            


    

    


    
      	 	
              (u)

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

            


    

    


    
      	 	
              (v)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (w)

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

            


    

    


    
      	 	
              (x)

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

            


    

    


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

     

    SECTION
      3

    REPRESENTATIONS
      OF THE MARKETING AGENT

    


    The
      Marketing Agent represents and warrants and covenants the following:


    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

     

    SECTION
      4

    EXCLUSIVE
      MARKETING AGENT AND STRUCTURE OF THE FUND

    


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

    


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

    


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

    


    
      	 	
              §

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              §

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

            


    

    


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

    


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

     

    SECTION
      5

    COVENANTS
      OF THE GENERAL PARTNER

    


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

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


    
      	 	
              (c)

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


            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

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

            


    

    


    
      	 	
              (e)

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

            


    

    


    
      	 	
              (f)

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

            


    

    


    
      	 	
              (g)

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

            


    

    


    
      	 	
              (h)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

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

            


    

    


    
      	 	
              (j)

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

            


    

    


    
      	 	
              (k)

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

            


    

    


    
      	 	
              (l)

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

            


    

    


    
      	 	
              (m)

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

            


    

    


    
      	 	
              (n)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (o)

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

            


    

    


    
      	 	
              (p)

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

            


    

    


    
      	 	
              (q)

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

            


    

    


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

    


    SECTION
      6

    MARKETING
      PLAN DEVELOPMENT 

    AND
      MARKETING AGENT COVENANTS

    


    6.1 Pre-Launch
      Development. 

    


    
      	 	
              (a)

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

            


    

    


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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.2 Post-Launch
      Activities.

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


    
      	 	 	
              (i)

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

            


    

    


    
      	 	 	
              (ii)

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

            


    

    


    
      	 	
              (c)

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

            


    

    


    
      	 	
              (d)

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

            


    

    


    6.3 Joint
      Reviews.

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (i)

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

            


    

    


    
      	 	
              (ii)

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

            


    

    


    
      	 	
              (b)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

     

    SECTION
      7

    INDEMNIFICATION

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


    
      	 	
              (c)

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

            


    

    


    
      	 	
              (d)

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

            


    

    


    
      	 	
              (e)

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

            


    

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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


    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      8

    DURATION

    


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

     

    SECTION
      9

    CONFIDENTIALITY

    


    9.1 Confidentiality.

    


    
      	 	
              (a)

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

            


    

    


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

            


    

    


    
      	 	
              (b)

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              (i)

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

            


    

    


    
      	 	 	
              (ii)

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

            


    

    


    
      	 	 	
              (iii)

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

            


    

    


    
      	 	 	
              (iv)

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

            


    

    


    
      	 	
              (c)

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

            


    

    


    
      	 	
              (d)

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

            


    

    


    
      	 	
              (e)

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

            


    

     

    SECTION
      10

    MISCELLANEOUS

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


    
      	
            	(a)	
              if
                to General Partner, to:

            


    

    


    Victoria
      Bay Asset Management, LLC

    c/o
      Nicholas D. Gerber

    P.O.
      Box
      6919

    Moraga,
      CA 94570


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	(b)	
              if
                to the Marketing Agent, to:

            


    

     

    ALPS
      Distributors, Inc. 

    1625
      Broadway, Suite 2200

    Denver,
      CO 80202 

    Attention:
      General Counsel

    


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

    


    10.8 Governing
      Law; Jurisdiction.

    


    
      	 	
              (a)

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

            


    

    


    
      	 	
              (b)

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

            


    

    


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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

     

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

     

    
      	
              VICTORIA
                BAY ASSET MANAGEMENT, LLC

            
	 	 
	
              By:
                

            	 

	
              Name:

            	 
	
              Title:

            	 


    

     

    
      	
              UNITED
                STATES GASOLINE FUND, LP

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

            


    

     

    
      	 	 
	
              By:
                

            	 

	
              Name:

            	 
	
              Title:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ALPS
                DISTRIBUTORS, INC.

            
	 	 
	
              By:
                

            	 
	
              Name:

            	 
	
              Title:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORM
      OF 

    UNITED
      STATES GASOLINE FUND, LP

    AUTHORIZED
      PURCHASER AGREEMENT

        

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    FORM
      OF SUTHERLAND ASBILL & BRENNAN LLP OPINION

     

    [TO
      BE
      PROVIDED]


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    MARKETING
      STRATEGY OF

    ALPS
      DISTRIBUTORS, INC. (“ALPS”)

    


    ALPS
      agrees to carry out the following duties. 

    


    
      	 	
              (a)

            	
              ALPS
                senior management will:

            


    

    


    
      	 	
              ·

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

            


    

    
      	 	
              ·

            	
              Supervise
                sales related activities.

            


    

    
      	 	
              ·

            	
              Participate
                in field sales activities. 

            


    

    


    
      	 	
              (b)

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

            


    

    


    
      	 	
              ·

            	
              Implement
                a tactical sales strategy.

            


    

    
      	 	
              ·

            	
              Establish
                home office contacts with targeted
                broker/dealers.

            


    

    
      	 	
              ·

            	
              Develop
                product education presentations.

            


    

    
      	 	
              ·

            	
              Conduct
                product education presentations with fee based financial
                advisors.

            


    

    
      	 	
              ·

            	
              Attend
                major fee based advisor conferences.


            


    

    


    
      	
            	(c)	
              ALPS
                will provide two shared External Wholesalers who
                will:

            


    

    


    
      	 	
              ·

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

            


    

    
      	 	
              ·

            	
              Establish
                regional relationships with wire houses and fee based
                advisors.

            


    

    
      	 	
              ·

            	
              Deliver
                product education presentations.

            


    

    
      	 	
              ·

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

            


    

    
      	 	
              ·

            	
              Attend
                major fee based advisor conferences.


            


    

    


    
      	
            	(d)	
              ALPS
                will provide one shared Internal Wholesaler who
                will:

            


    

    


    
      	 	
              ·

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

            


    

    
      	 	
              ·

            	
              Telemarket
                to independent financial planners.

            


    

    
      	 	
              ·

            	
              Coordinate
                conference participation.

            


    

    
      	 	
              ·

            	
              Attend
                various conferences. 

            


    

    


    
      	 	
              (e)

            	
              ALPS
                will provide resources from its call center
                to:

            


    

    


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

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


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

            


    

    
      	
            	·	
              Transfer
                “hot” advisor leads to Internal
                Wholesaler.

            


    

    
      	
            	·	
              Support
                a dedicated Fund toll-free line for advisors.


            


    

    


    
      	 	
              (f)

            	
              ALPS
                will provide marketing staff to:

            


    

    


    
      	 	
              ·

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

            


    

    
      	 	
              ·

            	
              Create
                FINRA approved seminars and product
                presentations.

            


    

    
      	 	
              ·

            	
              Coordinate
                advisor specific advertising with the advertising
                agency.

            


    

    
      	 	
              ·

            	
              Manage
                marketing budget.

            


    

    
      	 	
              ·

            	
              Create
                and maintain website.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      D

    


    UNITED
      STATES GASOLINE FUND, LP

    OFFICER’S
      CERTIFICATE

    


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

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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


    


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

    


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

    


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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

    


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


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

    


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

    


    


    
      	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


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

    


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

     

    
      	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        6