Unassociated Document


    
      EXECUTION
        COPY


    

    CUSTODIAN
      AGREEMENT

    


    THIS
      CUSTODIAN AGREEMENT
      (this
“Agreement”),
      dated
      as of October 5, 2007 is entered into among UNITED
      STATES 12 MONTH OIL FUND, LP,
      a
      limited partnership organized under the laws of the State of Delaware (the
      “Fund”),
      VICTORIA
      BAY ASSET MANAGEMENT, LLC,
      a
      Delaware limited liability company and General Partner of the Fund (the
“General
      Partner”),
      and
      BROWN
      BROTHERS HARRIMAN & CO.,
      a
      limited partnership formed under the laws of the State of New York
      (“BBH&Co.”
or
      the
“Custodian”),

    


    W
      I T N E S S E T H:

    


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

    


    WHEREAS,
      the
      General Partner wishes to employ BBH&Co. to act as custodian for the Fund’s
      Investments (as defined in Section 13.15) and to provide related services,
      all
      as provided herein, and BBH&Co. is willing to accept such employment,
      subject to the terms and conditions herein set forth; 

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and agreements herein contained, the
      Fund
      and BBH&Co. hereby agree, as follows:

    


    1. Appointment
      of Custodian.
      The Fund
      and the General Partner hereby appoint BBH&Co. as the Fund’s custodian for
      its Investments, and BBH&Co. hereby accepts such appointment. All
      Investments of the Fund delivered to the Custodian or its agents or
      Subcustodians (as defined in Section 13) shall be dealt with as provided in
      this
      Agreement. The duties of the Custodian with respect to the Fund’s Investments
      shall be only as set forth expressly in this Agreement, which duties are
      generally comprised of safekeeping and various administrative duties that will
      be performed in accordance with Instructions and as reasonably required to
      effect Instructions.

    


    2. Representations,
      Warranties and Covenants of the Fund.
      The Fund
      and the General Partner each hereby represents, warrants and covenants each
      of
      the following:

    


    2.1 This
      Agreement has been, and at the time of delivery of each Instruction (as defined
      in Section 4) such Instruction will have been, duly authorized, executed and
      delivered by the Fund and the General Partner. This Agreement does not violate
      any Applicable Law (as defined in Section 13) or conflict with or constitute
      a
      default under the Fund’s prospectus or other organic document, agreement,
      judgment, order or decree to which the Fund or the General Partner is a party
      or
      by which it or its Investments is bound.

    


    2.2 By
      providing an Instruction with respect to the first acquisition of an Investment
      in a jurisdiction other than the United States of America, the Fund and the
      General Partner shall be deemed to have confirmed to the Custodian that the
      Fund
      has (a) made all determinations required to be made by the Fund under Applicable
      Law, and (b) appropriately and adequately disclosed to its unitholders and
      all
      persons who have rights in or to such Investments, all material investment
      risks, including those relating to the custody and settlement infrastructure
      or
      the servicing of securities in such jurisdiction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.3 The
      Fund
      and the General Partner shall safeguard and shall be solely responsible for
      the
      safekeeping of any testkeys, identification codes, passwords, other security
      devices or statements of account with which the Custodian provides them. In
      furtherance and not limitation of the foregoing, in the event the Fund and/or
      the General Partner utilizes any on-line service offered by the Custodian,
      the
      Fund, the General Partner and the Custodian shall be fully responsible for
      the
      security of each party’s respective connecting terminal, access thereto and the
      proper and authorized use thereof and the initiation and application of
      continuing effective safeguards in respect thereof. Additionally, if the Fund
      and/or the General Partner uses any on-line or similar communications service
      made available by the Custodian, the Fund and the General Partner shall be
      solely responsible for ensuring the security of their access to the service
      and
      for the use of the service, and shall only attempt to access the service and
      the
      Custodian’s computer systems as directed by the Custodian. If the Custodian
      provides any computer software to the Fund and/or the General Partner relating
      to the services described in this Agreement, the Fund and/or the General Partner
      will only use the software for the purposes for which the Custodian provided
      the
      software to the Fund and/or the General Partner, and will abide by the license
      agreement accompanying the software and any other security policies which the
      Custodian provides to the Fund and the General Partner. 

    


    3. Representations
      and Warranties of BBH&Co.
      BBH&Co. hereby represents and warrants that this Agreement has been duly
      authorized, executed and delivered by BBH&Co. and does not violate any
      Applicable Law or conflict with or constitute a default under BBH&Co.’s
      limited partnership agreement or any agreement, instrument, judgment, order
      or
      decree to which BBH&Co. is a party or by which it is bound.

    


    4. Instructions.
      Unless
      otherwise explicitly indicated herein, the Custodian shall perform its duties
      pursuant to Instructions. As used herein, the term Instruction
      shall
      mean a directive initiated by the Fund and/or the General Partner, acting
      directly or through its board of directors, officers or other Authorized
      Persons, which directive shall conform to the requirements of this Section
      4.

    


    4.1 Authorized
      Persons.
      For
      purposes hereof, an Authorized
      Person
      shall be
      a person or entity authorized to give Instructions for or on behalf of the
      Fund
      and/or the General Partner by written notices to the Custodian or otherwise
      in
      accordance with procedures delivered to and acknowledged by the Custodian,
      including without limitation the Fund’s Investment Advisor (as defined in
      Section 13). The Custodian may treat any Authorized Person as having full
      authority of the Fund and/or the General Partner to issue Instructions hereunder
      unless the notice of authorization contains explicit limitations as to said
      authority. The Custodian shall be entitled to rely upon the authority of
      Authorized Persons until it receives appropriate written notice from the Fund
      to
      the contrary. 

    


    The
      Fund
      hereby designates the Marketing Agent (as such term is defined under an
      Authorized Purchaser Agreement entered into by the General Partner on behalf
      of
      the Fund, as approved by the Custodian (the “Authorized
      Purchaser Agreement”))
      as an
      Authorized Person from whom the Custodian is hereby authorized to receive
      Instructions to accept deposits of cash and securities in connection with the
      purchase of Units (as such term is defined under the Authorized Purchaser
      Agreement) and the distribution of cash and securities in connection with the
      redemption of Units. 

     

    
      
        
        

      

      
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    4.2 Form
      of Instruction.
      Each
      Instruction shall be transmitted by such secured or authenticated
      electro-mechanical means as the Custodian shall make available to the Fund
      from
      time to time unless the Fund and/or the General Partner shall elect to transmit
      such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this
      Section.

    


    4.2.1
      Fund
      Designated Secured-Transmission Method. Instructions
      may be transmitted through a secured or tested electro-mechanical means
      identified by the Fund, the General Partner or by an Authorized Person entitled
      to give Instructions and acknowledged and accepted by the Custodian; it being
      understood that such acknowledgment shall authorize the Custodian to receive
      and
      process such means of delivery but shall not represent a judgment by the
      Custodian as to the reasonableness or security of the method determined by
      the
      Authorized Person.

    


    4.2.2
      Written
      Instructions.
      Instructions may be transmitted in a writing that bears the manual signature
      of
      Authorized Persons.

    


    4.2.3
      Other
      Forms of Instruction.
      Instructions may also be transmitted by another means determined by the Fund,
      the General Partner or Authorized Persons and acknowledged and accepted by
      the
      Custodian (subject to the same limits as to acknowledgements as is contained
      in
      Subsection 4.2.1, above) including Instructions given orally or by SWIFT, telex
      or telefax (whether tested or untested).

    


    When
      an
      Instruction is given by means established under Subsections 4.2.1 through 4.2.3,
      it shall be the responsibility of the Custodian to use reasonable care to adhere
      to any security or other procedures established in writing between the Custodian
      and the Authorized Person with respect to such means of Instruction, but such
      Authorized Person shall be solely responsible for determining that the
      particular means chosen is reasonable under the circumstances. Oral Instructions
      shall be binding upon the Custodian only if and when the Custodian takes action
      with respect thereto. With respect to telefax instructions, the parties agree
      and acknowledge that receipt of legible instructions cannot be assured, that
      the
      Custodian cannot verify that authorized signatures on telefax instructions
      are
      original or properly affixed, and that the Custodian shall not be liable for
      losses or expenses incurred through actions taken in reliance on inaccurately
      stated, illegible or unauthorized telefax instructions. The provisions of
      Section 4A of the Uniform Commercial Code as
      currently in effect in the State of New York
      shall
      apply to the Fund’s transfers performed in accordance with Instructions. The
      Funds Transfer Services Schedule (as defined in Section 13) and the Electronic
      and Online Services Schedule to this Agreement shall each comprise a designation
      of form of a means of delivering Instructions for purposes of this Section
      4.2.


     

    
      
        
        

      

      
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    4.3 Completeness
      and Contents of Instructions.
      The
      Authorized Person shall be responsible for assuring the adequacy and accuracy
      of
      Instructions. Particularly, upon any acquisition or disposition or other dealing
      in the Fund’s Investments and upon any delivery and transfer of any Investment
      or moneys, the person initiating such Instruction shall give the Custodian
      an
      Instruction with appropriate detail, including, without limitation:

    


    4.3.1
      The
      transaction date and the date and location of settlement;

    


    4.3.2
      The
      specification of the type of transaction;

    


    4.3.3
      A
      description of the Investments or moneys in question, including, as appropriate,
      quantity, price per unit, amount of money to be received or delivered and
      currency information. Where an Instruction is communicated by electronic means,
      or otherwise where an Instruction contains an identifying number such as a
      CUSIP, SEDOL or ISIN number, the Custodian shall be entitled to rely on such
      number as controlling notwithstanding any inconsistency contained in such
      Instruction, particularly with respect to the Investment description;
      and

    


    4.3.4
      The
      name of the broker or similar entity concerned with execution of the
      transaction.

    


    If
      the
      Custodian shall determine that an Instruction is either unclear or incomplete,
      the Custodian may give prompt notice of such determination to the Fund and/or
      the General Partner, and the Fund and/or the General Partner shall thereupon
      amend or otherwise reform such Instruction. In such event, the Custodian shall
      have no obligation to take any action in response to the Instruction initially
      delivered until the redelivery of an amended or reformed
      Instruction.

    


    4.4 Timeliness
      of Instructions.
      In
      giving an Instruction, the Fund and/or the General Partner shall take into
      consideration delays which may occur due to the involvement of a Subcustodian
      or
      agent, differences in time zones, and other factors particular to a given
      market, exchange or issuer. When the Custodian has established specific timing
      requirements or deadlines with respect to particular classes of Instruction,
      or
      when an Instruction is received by the Custodian at such a time that it could
      not reasonably be expected to have acted on such Instruction due to time zone
      differences or other factors beyond its reasonable control, the execution of
      any
      Instruction received by the Custodian after such deadline or at such time
      (including any modification or revocation of a previous Instruction) shall
      be at
      the risk of the Fund.

    


    5. Safekeeping
      of Fund Assets. The
      Custodian shall hold Investments delivered to it or Subcustodians for the Fund
      in accordance with the provisions of this Section. The Custodian shall not
      be
      responsible for (a) the safekeeping of Investments not delivered or that are
      not
      caused to be issued to it or its Subcustodians; (b) pre-existing faults or
      defects in Investments that are delivered to the Custodian or its Subcustodians;
      or (c) the safekeeping of Oil Interests and Oil Forward Contracts (each as
      defined in the Fund’s prospectus). The Custodian is hereby authorized to hold
      with itself or a Subcustodian, and to record in one or more accounts, all
      Investments delivered to and accepted by the Custodian, any Subcustodian or
      their respective agents pursuant to an Instruction or in consequence of any
      corporate action. The Custodian shall hold Investments for the account of the
      Fund and shall segregate Investments from assets belonging to the Custodian
      and
      shall cause its Subcustodians to segregate Investments from assets belonging
      to
      the Subcustodian in an account held for the Fund or in an account maintained
      by
      the Subcustodian generally for non-proprietary assets of the Custodian.


     

    
      
        
        

      

      
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    5.1 Use
      of Securities Depositories. The
      Custodian may deposit and maintain Investments in any Securities Depository
      (as
      defined in Section 13), either directly or through one or more Subcustodians
      appointed by the Custodian. Investments held in a Securities Depository shall
      be
      held (a) subject to the agreement, rules, statement of terms and conditions
      or
      other document or conditions effective between the Securities Depository and
      the
      Custodian or the Subcustodian, as the case may be, and (b) in an account for
      the
      Fund or in bulk segregation in an account maintained for the non-proprietary
      assets of the entity holding such Investments in the Securities Depository.
      If
      market practice or the rules and regulations of the Securities Depository
      prevent the Custodian, the Subcustodian or any agent of either from holding
      its
      client assets in such a separate account, the Custodian, the Subcustodian or
      other agent shall as appropriate segregate such Investments for benefit of
      the
      Fund or for the benefit of clients of the Custodian generally on its own
      books.

    


    5.2 Certificated
      Assets.
      Investments which are certificated may be held in registered or bearer form:
      (a)
      in the Custodian’s vault; (b) in the vault of a Subcustodian or agent of the
      Custodian or a Subcustodian; or (c) in an account maintained by the Custodian,
      Subcustodian or agent at a Securities Depository; all in accordance with
      customary market practice in the jurisdiction in which any Investments are
      held.

    


    5.3 Registered
      Assets.
      Investments
      which are registered may be registered in the name of the Custodian, a
      Subcustodian, or in the name of the Fund or a nominee for any of the foregoing,
      and may be held in any manner set forth in Section 5.2 above with or without
      any
      identification of fiduciary capacity in such registration.

    


    5.4 Book
      Entry Assets.
      Investments which are represented by book-entry may be so held in an account
      maintained by the Book-entry Agent (as defined in Section 13) on behalf of
      the
      Custodian, a Subcustodian or another agent of the Custodian, or a Securities
      Depository.

    


    5.5 Replacement
      of Lost Investments.
      In the
      event of a loss of Investments for which the Custodian is responsible under
      the
      terms of this Agreement, the Custodian shall replace such Investment, or in
      the
      event that such replacement cannot be effected, the Custodian shall pay to
      the
      Fund the fair market value of such Investment based on the last available price
      as of the close of business in the relevant market on the date that a claim
      was
      first made to the Custodian with respect to such loss, or, if less, such other
      amount as shall be agreed by the parties as the date for settlement.


    


    6. Administrative
      Duties of the Custodian. The
      Custodian shall perform the following administrative duties with respect to
      Investments of the Fund.

    


    6.1 Purchase
      of Investments. Pursuant
      to Instructions, Investments purchased for the account of the Fund shall be
      paid
      for (a) against delivery thereof to the Custodian or a Subcustodian, as the
      case
      may be, either directly or through a Clearing Corporation (as defined in Section
      13) or a Securities Depository (in accordance with the rules of such Securities
      Depository or such Clearing Corporation), or (b) otherwise in accordance with
      an
      Instruction, Applicable Law, generally accepted trade practices, or the terms
      of
      the instrument representing such Investment.

     

    
      
        
        

      

      
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    6.2 Sale
      of Investments.
      Pursuant
      to Instructions, Investments sold for the account of the Fund shall be delivered
      (a) against payment therefor in cash, by check or by bank wire transfer, (b)
      by
      credit to the account of the Custodian or the applicable Subcustodian, as the
      case may be, with a Clearing Corporation or a Securities Depository (in
      accordance with the rules of such Securities Depository or such Clearing
      Corporation), or (c) otherwise in accordance with an Instruction, Applicable
      Law, generally accepted trade practices, or the terms of the instrument
      representing such Investment.

    


    6.3 Delivery
      and Receipt in Connection with Borrowings of the Fund or other Collateral and
      Margin Requirements.
      Pursuant
      to Instructions and subject to the last sentence in Section 6.4 below, the
      Custodian may deliver or receive Investments or cash of the Fund in connection
      with borrowings or loans by the Fund and other collateral and margin
      requirements.

    


    6.4 Futures
      and Over-the-Counter (OTC) Contracts.
      If,
      pursuant to an Instruction, the Custodian shall become a party to an agreement
      with the Fund and a futures commission merchant regarding margin or a
      counterparty to an OTC contract (“Tri-Party
      Agreement”),
      the
      Custodian shall (a) receive and retain, to the extent the same is provided
      to
      the Custodian, confirmations or other documents evidencing the purchase or
      sale
      by the Fund of exchange-traded futures contracts or the entering into of an
      option, forward or other derivatives transaction by the Fund; (b) when required
      by such Tri-Party Agreement, deposit and maintain in an account opened pursuant
      to such Agreement (“Margin
      Account”)
      segregated either physically or by book-entry in a Securities Depository for
      the
      benefit of any futures commission merchant, such Investments as the Fund shall
      have designated as initial, maintenance or variation “margin” deposits or other
      collateral intended to secure the Fund’s performance of its obligations under
      the terms of any exchange-traded futures contracts and commodity options; and
      (c) thereafter pay, release or transfer Investments into or out of the Margin
      Account in accordance with the provisions of such Tri-Party Agreement.
      Alternatively, the Custodian may deliver Investments, in accordance with an
      Instruction, to a futures commission merchant for margin purposes or to the
      counterparty or its custodian. The Custodian shall in no event be responsible
      for the acts and omissions of any futures commission merchant or the
      counterparty or its custodian, to whom Investments are delivered pursuant to
      this Section; for the sufficiency of Investments held in any Margin Account;
      for
      funding margin deposits or otherwise providing Advances (as defined in Section
      13) for the purpose of margin or other collateral in any Margin Account; or,
      for
      the performance of any terms of any exchange-traded futures contracts, commodity
      options, forward contracts and other derivative transactions. In addition,
      the
      Custodian shall not be required to transfer
      margin or any other assets of the Fund to a Margin Account if at the time of
      such request, such transfer would reduce the aggregate market value of all
      unencumbered securities, cash, cash equivalents and other unencumbered liquid
      assets of the Fund in the custody of the Custodian to less than ten (10) percent
      of the then current net asset value of the Fund. 

     

    
      
        
        

      

      
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    6.5 Contractual
      Obligations and Similar Investments.
      From
      time to time, the Fund’s Investments may include Investments that are not
      ownership interests as may be represented by certificate (whether registered
      or
      bearer), by entry in a Securities Depository or by book entry agent, registrar
      or similar agent for recording ownership interests in the relevant Investment.
      If the Fund shall at any time acquire such Investments, including without
      limitation deposit obligations, loan participations, repurchase agreements
      and
      derivative arrangements, the Custodian shall (a) receive and retain, to the
      extent the same are provided to the Custodian, confirmations or other documents
      evidencing the arrangement; and (b) perform on the Fund’s account in accordance
      with the terms of the applicable arrangement, but only to the extent directed
      to
      do so by an Instruction. The Custodian shall have no responsibility for
      agreements running to the Fund as to which it is not a party other than to
      retain, to the extent the same are provided to the Custodian, documents or
      copies of documents evidencing the arrangement and, in accordance with an
      Instruction, to include such arrangements in reports made to the
      Fund.

    


    6.6 Exchange
      of Securities.
      Unless
      otherwise directed by an Instruction, the Custodian shall: (a) exchange
      securities held for the account of the Fund for other securities in connection
      with any reorganization, recapitalization, conversion, split-up, change of
      par
      value of shares or similar event, and (b) deposit any such securities in
      accordance with the terms of any reorganization or protective plan.

    


    6.7 Surrender
      of Securities.
      Unless
      otherwise directed by an Instruction, the Custodian may surrender securities:
      (a) in temporary form for definitive securities; (b) for transfer into the
      name
      of an entity allowable under Section 5.3; and (c) for a different number of
      certificates or instruments representing the same number of shares or the same
      principal amount of indebtedness.

    


    6.8 Rights,
      Warrants, Etc.
      Pursuant
      to an Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights
      or similar securities to the issuer or trustee thereof, or to any agent of
      such
      issuer or trustee, for purposes of exercising such rights or selling such
      securities, and (b) deposit securities in response to any invitation for the
      tender thereof.

    


    6.9 Mandatory
      Corporate Actions.
      Unless
      otherwise directed by an Instruction, the Custodian shall: (a) comply with
      the
      terms of all mandatory or compulsory exchanges, calls, tenders, redemptions
      or
      similar rights of securities ownership affecting securities held on the Fund’s
      account and promptly notify the Fund of such action, and (b) collect all stock
      dividends, rights and other items of like nature with respect to such
      securities.

    


    6.10 Income
      Collection.
      Unless
      otherwise directed by an Instruction, the Custodian shall collect any amount
      due
      and payable to the Fund with respect to Investments and promptly credit the
      amount collected to a Principal Account or an Agency Account (each defined
      in
      Section 13); provided, however, that the Custodian shall not be responsible
      for:
      (a) the collection of amounts due and payable with respect to Investments that
      are in default, or (b) the collection of cash or share entitlements with respect
      to Investments that are not registered in the name of the Custodian or its
      Subcustodians. The Custodian is hereby authorized to endorse and deliver any
      instrument required to be so endorsed and delivered to effect collection of
      any
      amount due and payable to the Fund with respect to Investments.

     

    
      
        
        

      

      
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    6.11 Ownership
      Certificates and Disclosure of the Fund’s Interest.
      The
      Custodian is hereby authorized to execute on behalf of the Fund ownership
      certificates, affidavits or other disclosure required under Applicable Law
      or
      established market practice in connection with the receipt of income, capital
      gains or other payments by the Fund with respect to Investments, or in
      connection with the sale, purchase or ownership of Investments. 

    


    With
      respect to securities issued in the United States of America, the Custodian
      [ ]
      may [ X ] may not release the identity of the Fund to an issuer which requests
      such information pursuant to the Shareholder Communications Act of 1985 for
      the
      specific purpose of direct communications between such issuer and the Fund.
      IF
      NO BOX IS CHECKED, THE CUSTODIAN SHALL
      RELEASE
      SUCH
      INFORMATION UNTIL IT RECEIVES CONTRARY INSTRUCTIONS FROM THE FUND. With respect
      to securities issued outside of the United States of America, information shall
      be released in accordance with law or custom of the particular country in which
      such security is located. 

    


    6.12 Proxy
      Materials. The
      Custodian shall deliver, or cause to be delivered, to the Fund proxy forms,
      notices of meeting, and any other notices or announcements materially affecting
      or relating to Investments received by the Custodian or any
      nominee.

    


    6.13 Taxes.
      The
      Custodian shall, where applicable, assist the Fund in the reclamation of taxes
      withheld on dividends and interest payments received by the Fund. In the
      performance of its duties with respect to tax withholding and reclamation,
      the
      Custodian shall be entitled to rely on the advice of counsel and upon
      information and advice regarding the Fund’s tax status that is received from or
      on behalf of the Fund without duty of separate inquiry.

    


    6.14 Other
      Dealings.
      The
      Custodian shall otherwise act as directed by Instructions, including without
      limitation effecting the free payments of moneys or the free delivery of
      securities, provided that such Instruction shall indicate the purpose of such
      payment or delivery and that the Custodian shall record the party to whom such
      payment or delivery is made.

    


    The
      Custodian shall attend to all nondiscretionary details in connection with the
      sale or purchase or other administration of Investments, except as otherwise
      directed by an Instruction, and may make payments to itself or others for minor
      expenses of administering Investments under this Agreement; provided that the
      Fund shall have the right to request an accounting with respect to such
      expenses.

    


    In
      fulfilling the duties set forth in Sections 6.6 through 6.10 above, the
      Custodian shall provide to the Fund all material information pertaining to
      a
      corporate action which the Custodian actually receives; provided that the
      Custodian shall not be responsible for the completeness or accuracy of such
      information. Information relative to any pending corporate action made available
      to the Fund via any of the services described in the Electronic and Online
      Services Schedule shall constitute the delivery of such information by the
      Custodian hereunder. Any advance credit of cash or shares expected to be
      received as a result of any corporate action shall be subject to actual
      collection and may, when the Custodian deems collection unlikely, be reversed
      by
      the Custodian.

     

    
      
        
        

      

      
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    The
      Custodian may at any time or times in its discretion appoint (and may at any
      time remove) agents (other than Subcustodians) to carry out some or all of
      the
      administrative provisions of this Agreement (“Agents”),
      provided, however, that the appointment of such agent shall not relieve the
      Custodian of its administrative obligations under this Agreement. 

    


    7. Cash
      Accounts, Deposits and Money Movements. Subject
      to the terms and conditions set forth in this Section 7, the Fund and the
      General Partner each hereby authorizes the Custodian to open and maintain,
      with
      itself or with Subcustodians, cash accounts in United States Dollars, in such
      other currencies as are the currencies of the countries in which the Fund
      maintains Investments or in such other currencies as the Fund shall from time
      to
      time request by Instruction. 

    


    7.1 Types
      of Cash Accounts.
      Cash
      accounts opened on the books of the Custodian (“Principal
      Accounts”)
      shall
      be opened in the name of the Fund. Such accounts collectively shall be a deposit
      obligation of the Custodian and shall be subject to the terms of this Section
      7
      and the general liability provisions contained in Section 9. Cash accounts
      opened on the books of a Subcustodian may be opened in the name of the Fund
      or
      the Custodian or in the name of the Custodian for its customers generally
      (“Agency
      Accounts”).
      Such
      deposits shall be obligations of the Subcustodian and shall be treated as an
      Investment of the Fund. Accordingly, the Custodian shall be responsible for
      exercising reasonable care in the administration of such accounts but shall
      not
      be liable for their repayment in the event such Subcustodian, by reason of
      its
      bankruptcy, insolvency or otherwise, fails to make repayment. 

    


    7.2 Payments
      and Credits with Respect to the Cash Accounts.
      The
      Custodian shall make payments from or deposits to any of said accounts in the
      course of carrying out its administrative duties, including but not limited
      to
      income collection with respect to the Fund’s Investments, and otherwise in
      accordance with Instructions. The Custodian and its Subcustodians shall be
      required to credit amounts to the cash accounts only when moneys are actually
      received in cleared funds in accordance with banking practice in the country
      and
      currency of deposit. Any credit made to any Principal or Agency Account before
      actual receipt of cleared funds shall be provisional and may be reversed by
      the
      Custodian in the event such payment is not actually collected. Unless otherwise
      specifically agreed in writing by the Custodian or any Subcustodian, all
      deposits shall be payable only at the branch of the Custodian or Subcustodian
      where the deposit is made or carried.

     

    7.3 Currency
      and Related Risks.
      The Fund
      and the General Partner each bears risks of holding or transacting in any
      currency, including any mark to market exposure associated with a foreign
      exchange transaction undertaken with the Custodian. The Custodian shall not
      be
      liable for any loss or damage arising from the applicability of any law or
      regulation now or hereafter in effect, or from the occurrence of any event,
      which may delay or affect the transferability, convertibility or availability
      of
      any currency in the country (a) in which such Principal or Agency Accounts
      are
      maintained or (b) in which such currency is issued, and in no event shall the
      Custodian be obligated to make payment of a deposit denominated in a currency
      during the period during which its transferability, convertibility or
      availability has been affected by any such law, regulation or event. Without
      limiting the generality of the foregoing, neither the Custodian nor any
      Subcustodian shall be required to repay any deposit made at a foreign branch
      of
      either the Custodian or Subcustodian if such branch cannot repay the deposit
      due
      to a cause for which the Custodian would not be responsible in accordance with
      the terms of Section 9 of this Agreement unless the Custodian or such
      Subcustodian expressly agrees in writing to repay the deposit under such
      circumstances. All currency transactions in any account opened pursuant to
      this
      Agreement are subject to exchange control regulations of the United States
      and
      of the country where such currency is the lawful currency or where the account
      is maintained. Any taxes, costs, charges or fees imposed on the convertibility
      of a currency held by the Fund shall be for the account of the
      Fund.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    7.4 Foreign
      Exchange Transactions.
      The
      Custodian shall, subject to the terms of this Section, settle foreign exchange
      transactions (including contracts, futures, options and options on futures)
      on
      behalf and for the account of the Fund with such currency brokers or banking
      institutions, including Subcustodians, as the Fund may direct pursuant to
      Instructions. The Custodian may act as principal in any foreign exchange
      transaction with the Fund in accordance with Section 7.4.2 of this Agreement.
      The obligations of the Custodian in respect of all foreign exchange transactions
      (whether or not the Custodian shall act as principal in such transaction) shall
      be contingent on the free, unencumbered transferability of the currency
      transacted on the actual settlement date of the transaction. 

    


    7.4.1
      Third
      Party Foreign Exchange Transactions.
      The
      Custodian shall process foreign exchange transactions (including without
      limitation contracts, futures, options, and options on futures), where any
      third
      party acts as principal counterparty to the Fund on the same basis it performs
      duties as agent for the Fund with respect to any other of the Fund’s
      Investments. Accordingly, the Custodian shall only be responsible for delivering
      or receiving currency on behalf of the Fund in respect of such contracts
      pursuant to Instructions. The Custodian shall not be responsible for the failure
      of any counterparty (including any Subcustodian) in such agency transaction
      to
      perform its obligations thereunder. The Custodian (a) shall transmit cash and
      Instructions to and from the currency broker or banking institution with which
      a
      foreign exchange contract or option has been executed pursuant hereto, (b)
      may
      make free outgoing payments of cash in the form of United States Dollars or
      foreign currency without receiving confirmation of a foreign exchange contract
      or option or confirmation that the countervalue currency completing the foreign
      exchange contract has been delivered or received or that the option has been
      delivered or received, and (c) shall hold all confirmations, certificates and
      other documents and agreements received by the Custodian and evidencing or
      relating to such foreign exchange transactions in safekeeping. The Fund accepts
      full responsibility for its use of third-party foreign exchange dealers and
      for
      execution of said foreign exchange contracts and options and understands that
      the Fund shall be responsible for any and all costs and interest charges which
      may be incurred by the Fund or the Custodian as a result of the failure or
      delay
      of third parties to deliver foreign exchange.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    7.4.2
      Foreign
      Exchange with the Custodian as Principal.
      The
      Custodian may as principal undertake foreign exchange transactions with the
      Fund
      as the Custodian and the Fund may agree from time to time. In such event, the
      foreign exchange transaction will be performed in accordance with the particular
      agreement of the parties, or in the event a principal foreign exchange
      transaction is initiated by an Instruction in the absence of specific agreement,
      such transaction will be performed in accordance with the usual commercial
      terms
      of the Custodian.  In
      the
      event that the Fund defaults on the settlement of any such foreign exchange
      transaction with the Custodian, the Fund shall be liable for contracted currency
      of the transaction together with any mark to market exposure associated with
      the
      replacement purchase of the contracted currency undertaken with the Custodian.
      

    


    7.5 Delays.
      If no
      event of Force Majeure shall have occurred and be continuing and in the event
      that a delay shall have been caused by the negligence or willful misconduct
      of
      the Custodian in carrying out an Instruction to credit or transfer cash, the
      Custodian shall be liable to the Fund: (a) with respect to Principal Accounts,
      for interest to be calculated at the rate customarily paid on such deposit
      and
      currency by the Custodian on overnight deposits at the time the delay occurs
      for
      the period from the day when the transfer should have been effected until the
      day it is in fact effected; and, (b) with respect to Agency Accounts, for
      interest to be calculated at the rate customarily paid on such deposit and
      currency by the Subcustodian on overnight deposits at the time the delay occurs
      for the period from the day when the transfer should have been effected until
      the day it is in fact effected. The Custodian shall not be liable for delays
      in
      carrying out such Instructions to transfer cash which are not due to the
      Custodian’s own negligence or willful misconduct. 

    


    7.6 Advances.
      If, for
      any reason in connection with this Agreement the Custodian or any Subcustodian
      makes an Advance to facilitate settlement or otherwise for the benefit of the
      Fund (whether or not any Principal or Agency Account shall be overdrawn either
      during, or at the end of, any Business Day (defined as 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)), the Fund and the
      General Partner each hereby does: 

    


    7.6.1
      acknowledge that the Fund shall have no right, title or interest in or to any
      Investments purchased with such Advance or proceeds of such Investments, and
      that any credit to an account of Fund shall be provisional, until: (a) the
      debit
      of the Principal or Agency Account by Custodian for an amount equal to Advance
      Costs; and/or (b) if such debit produces an overdraft in such account,
      reimbursement to the Custodian or Subcustodian for the amount of such
      overdraft;

    


    7.6.2
      acknowledge that the Custodian has an automatically perfected statutory security
      interest in Investments purchased with any such Advance (as defined in Section
      13) pursuant to Section 9-206 of the Uniform Commercial Code as in effect
      in the State of New York from time to time;

    


    7.6.3
      in
      addition, in order to secure the obligations of the Fund to pay or perform
      any
      and all obligations of the Fund pursuant to this Agreement, including without
      limitation to repay any Advance made pursuant to this Agreement, grant to the
      Custodian a security interest in all Investments and proceeds thereof (as
      defined in the Uniform Commercial Code as currently in effect in the State
      of
      New York); and agree to take, and agree that the Custodian may take, in respect
      of the security interest referenced above, any further actions that the
      Custodian may reasonably require.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    7.7 Custodian’s
      Rights Neither
      the Custodian nor any Subcustodian shall be obligated to make any Advance or
      to
      allow an Advance to occur to the Fund, and in the event that the Custodian
      or
      any Subcustodian does make or allow an Advance, any such Advance and any
      transaction giving rise to such Advance shall be for the account and risk of
      the
      Fund and shall not be deemed to be a transaction undertaken by the Custodian
      for
      its own account and risk. If such Advance shall have been made or allowed by
      a
      Subcustodian or any other person, the Custodian may assign all or part of its
      security interest referenced above and any other rights granted to the Custodian
      hereunder to such Subcustodian or other person. If the Fund shall fail to repay
      the Advance Costs when due, the Custodian or its assignee, as the case may
      be,
      shall be entitled to a portion of the available cash balance in any Agency
      or
      Principal Account equal to such Advance Costs, and the Fund authorizes the
      Custodian, on behalf of the Fund, to pay an amount equal to such Advance Costs
      irrevocably to such Subcustodian or other person, and to dispose of any property
      in such Account to the extent necessary to make such payment. Any Investments
      and funds credited to accounts subject to this Agreement created pursuant hereto
      shall be treated as financial assets credited to securities accounts under
      Articles 8 and 9 of the Uniform Commercial Code as in effect in the State of
      New
      York from time to time. Accordingly, the Custodian and any Subcustodian shall
      have the rights and benefits of a secured creditor that is a securities
      intermediary under such Articles 8 and 9.

    


    7.8 Integrated
      Account.
      For
      purposes hereof, deposits maintained in all Principal Accounts (whether or
      not
      denominated in United States Dollars) shall collectively constitute a single
      and
      indivisible current account with respect to the Fund’s obligations to the
      Custodian or its assignee, and balances in the Principal Accounts shall be
      available for satisfaction of the Fund’s obligations under this Section 7. The
      Custodian shall further have a right of offset against the balances in any
      Agency Account maintained hereunder to the extent that the aggregate of all
      Principal Accounts is overdrawn.

    


    8. Subcustodians
      and Securities Depositories.
      Subject
      to the provisions hereinafter set forth in this Section 8, the Fund and the
      General Partner each hereby authorizes the Custodian to utilize Securities
      Depositories to act on behalf of the Fund and to appoint from time to time
      and
      to utilize Subcustodians. With respect to securities and funds held by a
      Subcustodian, either directly or indirectly (including by a Securities
      Depository or Clearing Corporation), notwithstanding any provisions of this
      Agreement to the contrary, payment for securities purchased and delivery of
      securities sold may be made prior to receipt of securities or payment,
      respectively, and securities or payment may be received in a form, in accordance
      with (a) governmental regulations, (b) rules of Securities Depositories and
      the
      Clearing Corporations, (c) generally accepted trade practice in the applicable
      local market, (d) the terms and characteristics of the particular Investment,
      or
      (e) the terms of the Instructions.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    8.1 Domestic
      Subcustodians and Securities Depositories.
      The
      Custodian may deposit and/or maintain, either directly or through one or more
      agents appointed by the Custodian, Investments of the Fund in any Securities
      Depository in the United States of America, including The Depository Trust
      Company, provided such Securities Depository meets applicable requirements
      of
      the Federal Reserve Bank or of the Securities and Exchange Commission. The
      Custodian may, at any time and from time to time, appoint any bank meeting
      the
      requirements of a custodian and the rules and regulations thereunder, to act
      on
      behalf of the Fund as a Subcustodian for purposes of holding Investments of
      the
      Fund in the United States.

    


    8.2 Responsibility
      for Subcustodians.
      The
      Custodian shall be liable to the Fund for any loss or damage to the Fund caused
      by or resulting from the acts or omissions of any domestic Subcustodian to
      the
      extent that such acts or omissions would be deemed to be negligence, gross
      negligence or willful misconduct in accordance with the terms of the relevant
      subcustodian agreement under the laws, circumstances and practices prevailing
      in
      the place where the act or omission occurred. 

    


    9. Responsibility
      of the Custodian.
      In
      performing its duties and obligations hereunder, the Custodian shall use
      reasonable care under the facts and circumstances prevailing in the market
      where
      performance is effected. Subject to the specific provisions of this Section,
      the
      Custodian shall be liable for any direct damage incurred by the Fund in
      consequence of the Custodian’s negligence, bad faith or willful misconduct. In
      no event shall the Custodian be liable hereunder for any special, indirect,
      punitive or consequential damages arising out of, pursuant to or in connection
      with this Agreement even if the Custodian has been advised of the possibility
      of
      such damages. It is agreed that the Custodian shall have no duty to assess
      the
      risks inherent in the Fund’s Investments or to provide investment advice with
      respect to such Investments and that the Fund as principal shall bear any risks
      attendant to particular Investments such as failure of a counterparty or issuer.
      

    


    9.1 Limitations
      of Performance.
      The
      Custodian shall not be responsible under this Agreement for any failure to
      perform its duties, and shall not be liable hereunder for any loss or damage
      in
      association with such failure to perform, for or in consequence of the following
      causes:

    


    9.1.1
      Force
      Majeure. Force
      Majeure
      shall
      mean any circumstance or event which is beyond the reasonable control of the
      Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and
      which adversely affects the performance by the Custodian of its obligations
      hereunder, by the Subcustodian of its obligations under its Subcustody Agreement
      or by any other agent of the Custodian or the Subcustodian, including any event
      caused by, arising out of or involving (a) an act of God, (b) accident, fire,
      water damage or explosion, (c) any computer, system or other equipment failure
      or malfunction caused by any computer virus or the malfunction or failure of
      any
      communications medium, (d) any interruption of the power supply or other utility
      service, (e) any strike or other work stoppage, whether partial or total, (f)
      any delay or disruption resulting from or reflecting the occurrence of any
      Sovereign Risk, (g) any disruption of, or suspension of trading in, the
      securities, commodities or foreign exchange markets, whether or not resulting
      from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance
      on
      the transferability of a currency or a currency position on the actual
      settlement date of a foreign exchange transaction, whether or not resulting
      from
      or reflecting the occurrence of any Sovereign Risk, or (i) any other cause
      similarly beyond the reasonable control of the Custodian.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    9.1.2
      Sovereign
      Risk. Sovereign
      Risk
      shall
      mean, in respect of any jurisdiction, including the United States of America,
      where Investments are acquired or held hereunder or under a subcustody
      agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion,
      (b) the imposition of any investment, repatriation or exchange control
      restrictions by any Governmental Authority, (c) the confiscation, expropriation
      or nationalization of any Investments by any Governmental Authority, whether
      de
      facto or de jure, (d) any devaluation or revaluation of the currency, (e) the
      imposition of taxes, levies or other charges affecting Investments, (f) any
      change in the Applicable Law, or (g) any other economic or political risk
      incurred or experienced.

    


    9.2 Limitations
      on Liability.
      The
      Custodian shall not be liable for any loss, claim, damage or other liability
      arising from the following causes:

    


    9.2.1
      Failure
      of Third Parties.
      The
      failure of any third party including: (a) the General Partner; (b) any futures
      commission merchant(s); (c) any issuer of Investments or book-entry or other
      agent of and issuer; (d) any counterparty with respect to any Investment,
      including any issuer of exchange-traded or other futures, option, derivative
      or
      commodities contract; (e) failure of an Investment Advisor or other agent of
      the
      Fund; or (f) failure of other third parties similarly beyond the control or
      choice of the Custodian. 

    


    9.2.2
      Information Sources.
      The
      Custodian may rely upon information received from issuers of Investments or
      agents of such issuers, information received from Subcustodians and from other
      commercially reasonable sources such as commercial data bases and the like,
      but
      shall not be responsible for specific inaccuracies in such information, provided
      that the Custodian has relied upon such information in good faith, or for the
      failure of any commercially reasonable information provider. 

    


    9.2.3 Reliance
      on Instruction.
      Action
      by the Custodian or the Subcustodian in accordance with an Instruction, even
      when such action conflicts with, or is contrary to any provision of, the Fund’s
      or the General Partner’s limited partnership agreement, certificate of
      incorporation or by-laws, Applicable Law, or actions by the directors or
      unitholders of the Fund or the General Partner.

    


    9.2.4
      Restricted Securities.
      The
      limitations inherent in the rights, transferability or similar investment
      characteristics of a given Investment of the Fund.

    


    10. Indemnification. 

    


    10.1 The
      Fund
      and the General Partner each hereby indemnifies the Custodian and each
      Subcustodian, and their respective agents, nominees and the partners, employees,
      officers and directors, and agrees to hold each of them harmless from and
      against all claims and liabilities, including counsel fees and taxes, reasonably
      incurred or assessed against any of them in connection with the performance
      of
      this Agreement and any Instruction. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    10.2 The
      Custodian hereby indemnifies the Fund and the General Partner, and their
      respective agents, nominees and the partners, employees, officers and directors,
      and agrees to hold each of them harmless from and against all claims and
      liabilities, including counsel fees and taxes, reasonably incurred or assessed
      against any of them as a direct result of the Custodian’s negligence, willful
      misconduct or bad faith in its performance of this Agreement and any
      Instruction. 

    


    11. Reports
      and Records.
      The
      Custodian shall:

    


    11.1 create
      and maintain records relating to the performance of its obligations under this
      Agreement;

    


    11.2 make
      available to the Fund and/or the General Partner, its auditors, agents and
      employees, upon reasonable request and during normal business hours of the
      Custodian, all records maintained by the Custodian pursuant to Section 11.1
      above, subject, however, to all reasonable security requirements of the
      Custodian then applicable to the records of its custody customers generally;
      and

    


    11.3 make
      available to the Fund all Electronic Reports (as defined in Section 13); it
      being understood that the Custodian shall not be liable hereunder for the
      inaccuracy or incompleteness thereof or for errors in any information included
      therein.

    


    The
      Fund
      and the General Partner shall examine all records, howsoever produced or
      transmitted, promptly upon receipt thereof and notify the Custodian promptly
      of
      any discrepancy or error therein. Unless the Fund or the General Partner
      delivers written notice of any such discrepancy or error within a reasonable
      time after its receipt thereof, such records shall be deemed to be true and
      accurate. It is understood that the Custodian now obtains and will in the future
      obtain information on the value of assets from outside sources which may be
      utilized in certain reports made available to the Fund and the General Partner.
      The Custodian deems such sources to be reliable but it is acknowledged and
      agreed that the Custodian does not verify nor represent nor warrant as to the
      accuracy or completeness of such information and accordingly shall be without
      liability in selecting and using such sources and furnishing such
      information.

    


    12. Miscellaneous.

    


    12.1 Proxies,
      etc.
      The Fund
      and/or the General Partner will promptly execute and deliver, upon request,
      such
      proxies, powers of attorney or other instruments as may be necessary or
      desirable for the Custodian to provide, or to cause any Subcustodian to provide,
      custody services.

    


    12.2 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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

    


    12.4 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.

    


    12.5 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.

    


    12.6 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.

    


    12.7 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):


    
      

        
          	
                  (1)

                	
                  if
                    to General Partner, to:

                
	 	
                  Victoria
                    Bay Asset Management, LLC

                
	 	
                  c/o
                    Nicholas D. Gerber

                
	 	
                  P.O.
                    Box 6919

                
	 	
                  Moraga,
                    CA 94570

                


        

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        
          	
                  (2)

                	
                  if
                    to the Custodian, to:

                
	 	
                  Brown
                    Brothers Harriman & Co.

                
	 	
                  40
                    Water Street

                
	 	
                  Boston,
                    Massachusetts 02109

                
	 	
                  Attn:
                    Manager, Securities Department

                
	 	
                  Telephone:

                	
                  (617)
                    772-1818

                
	 	
                  Facsimile:

                	
                  (617)
                    772-2263,

                


        

      

or
      such
      other address as the Fund or the Custodian may have designated in writing to
      the
      other.

    


    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 a
      nationally-recognized express courier, 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, and (ii) in the
      case
      of mailing or delivery by facsimile, upon receipt by the intended
      party.

    


    12.8 Governing
      Law; Jurisdiction.

    


    12.8.1 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.

    


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

    


    The
      provisions of this Section 12.8 shall survive any termination of this Agreement,
      in whole or in part.

    


    12.9 No
      Partnership.
      The
      Custodian acts as an independent contractor with respect to the services
      provided under this Agreement. The terms and conditions of this Agreement do
      not
      create a partnership relationship between the Custodian and the General Partner
      or between the Custodian and the Fund. Each of the General Partner and the
      Fund
      acknowledges that the Custodian may enter into similar agreements with others
      without the consent of the General Partner or the Fund.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    12.10 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.

    


    12.11 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.

    


    12.12 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.

    


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

    


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

    


    12.15 Counsel.
      In
      fulfilling its duties hereunder, the Custodian shall be entitled to receive
      and
      act upon the advice of (i) counsel regularly retained by the Custodian in
      respect of such matters, (ii) counsel for the Fund or (iii) such counsel as
      the
      Fund, the General Partner and the Custodian may agree upon, with respect to
      all
      matters. The Custodian shall not be considered to have engaged in any misconduct
      or to have acted negligently when soliciting and following such
      advice.

    


    12.16 Conflict.
      Nothing
      contained in this Agreement shall prevent the Custodian and its associates
      from
      (i) dealing as a principal or an intermediary in the sale, purchase or loan
      of
      the Fund’s Investments to, or from the Custodian or its associates; (ii) acting
      as a custodian, a subcustodian, a trustee, an agent, securities dealer, an
      investment manager or in any other capacity for any other client; or (iii)
      buying, holding, lending, and dealing in any way in any assets for the benefit
      of its own account, for the account of any other client, or for the account
      of
      the Fund. 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    12.17 Privacy.
      In the
      course of carrying out its obligations under this Agreement, each party shall
      maintain physical, procedural and/or electronic safeguards reasonably designed
      to protect information regarding the Fund and its investors that such party
      has
      obtained or to which such party has gained access.

    


    13. Definitions.
      The
      following defined terms will have the respective meanings set forth
      below.

    


    13.1 Advance(s)
      shall
      mean any extension of credit by or through the Custodian or by or through any
      Subcustodian and shall include, without limitation, amounts due to the Custodian
      as the principal counterparty to any foreign exchange transaction with the
      Fund
      as described in Section 7.4.2 hereof, or paid to third parties for account
      of
      the Fund or in discharge of any expense, tax or other item payable by the
      Fund.

    


    13.2 Advance
      Costs shall
      mean any Advance, interest on the Advance and any related expenses, including
      without limitation any mark to market loss of the Custodian or Subcustodian
      on
      any Investment to which Section 7.6.1 applies.

    


    13.3 Agency
      Account(s)
      shall
      mean any deposit account opened on the books of a Subcustodian or other banking
      institution in accordance with Section 7.1. 

    


    13.4 Agent(s)
      shall
      have the meaning set forth in the last sentence of Section 6.

    


    13.5 Applicable
      Law
      shall
      mean with respect to each jurisdiction, all (a) laws, statutes, treaties,
      regulations, guidelines (or their equivalents); (b) orders, interpretations,
      licenses and permits; and (c) judgments, decrees, injunctions, writs, orders
      and
      similar actions by a court of competent jurisdiction; compliance with which
      is
      required or customarily observed in such jurisdiction.

    


    13.6 Authorized
      Person(s)
      shall
      mean any person or entity authorized to give Instructions on behalf of the
      Fund
      and/or the General Partner in accordance with Section 4.1.

    


    13.7 Book-entry
      Agent
      shall
      mean an entity acting as agent for the issuer of Investments for purposes of
      recording ownership or similar entitlement to Investments, including without
      limitation a transfer agent or registrar.

    


    13.8 Business
      Day
      shall
      have the meaning set forth in Section 7.6 hereof.

    


    13.9 Clearing
      Corporation
      shall
      mean any entity or system established for purposes of providing securities
      settlement and movement and associated functions for a given
      market.

    


    13.10 Electronic
      and Online Services Schedule
      shall
      mean any separate agreement entered into among the Custodian, the General
      Partner and the Fund or its authorized representative with respect to certain
      matters concerning certain electronic and online services as described therein
      and as may be made available from time to time by the Custodian to the
      Fund.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    13.11 Electronic
      Reports
      shall
      mean any reports prepared by the Custodian and remitted to the Fund, the General
      Partner or its authorized representative via the internet or electronic
      mail.

    


    13.12 Funds
      Transfer Services Schedule
      shall
      mean any separate agreement entered into among the Custodian, the General
      Partner and the Fund or its authorized representative with respect to certain
      matters concerning the processing of payment orders from Principal Accounts
      of
      the Fund.

    


    13.13  Instruction(s)
      shall
      have the meaning assigned in Section 4. 

    


    13.14 Investment
      Advisor
      shall
      mean any person or entity who is an Authorized Person to give Instructions
      with
      respect to the investment and reinvestment of the Fund’s
      Investments.

    


    13.15 Investment(s)
      shall
      mean any investment asset of the Fund issued in the United States of America,
      including without limitation: securities, bonds, notes, and debentures as well
      as receivables, derivatives, contractual rights or entitlements and other
      intangible assets, but excluding Oil Forward Contracts and Oil Interests (each
      as defined in the Fund’s prospectus).

    


    13.16 Margin
      Account shall
      have the meaning set forth in Section 6.4 hereof.

    


    13.17  Principal
      Account(s)
      shall
      mean deposit accounts of the Fund carried on the books of BBH&Co. as
      principal in accordance with Section 7. 

    


    13.18 Safekeeping
      Account shall
      mean an account established on the books of the Custodian or any Subcustodian
      for purposes of segregating the interests of the Fund (or clients of the
      Custodian or Subcustodian) from the assets of the Custodian or any
      Subcustodian. 

    


    13.19 Securities
      Depository
      shall
      mean a central or book entry system or agency established under Applicable
      Law
      for purposes of recording the ownership and/or entitlement to investment
      securities for a given market.

    


    13.20 Subcustodian(s)
      shall
      mean each bank appointed by the Custodian pursuant to Section 8 hereof, but
      shall not include Securities Depositories.

    


    13.21 Tri-Party
      Agreement
      shall
      have the meaning set forth in Section 6.4 hereof.

    


    14. Compensation.
      The Fund
      and the General Partner agree to pay to the Custodian (a) a fee in an amount
      set
      forth in the fee letter among the Fund, the General Partner and the Custodian
      in
      effect on the date hereof or as amended from time to time, and (b) all
      reasonable out-of-pocket expenses incurred by the Custodian, including the
      fees
      and expenses of all Subcustodians, and payable from time to time. Amounts
      payable by the Fund under and pursuant to this Section 14 shall be payable
      by
      wire transfer to the Custodian at BBH&Co. in New York, New
      York.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    15. Termination.
      This
      Agreement may be terminated by either party in accordance with the provisions
      of
      this Section. The provisions of this Agreement and any other rights or
      obligations incurred or accrued by any party hereto prior to termination of
      this
      Agreement shall survive any termination of this Agreement.

    


    15.1 Term,
      Notice and Effect.
      This
      Agreement shall have an initial term of two (2) years from the date hereof.
      Thereafter, this Agreement shall automatically renew for successive one (1)
      year
      periods unless either party terminates this Agreement by written notice
      effective no sooner than seventy-five (75) days following the date that notice
      to such effect shall be delivered to the other party at its address set forth
      in
      Section 12.5 hereof. Notwithstanding the foregoing provisions, either party
      may
      terminate this Agreement at any time upon thirty (30) calendar days’ written
      notice to the other party in the event that the either party is adjudged
      bankrupt or insolvent, or there shall be commenced against such party a case
      under any applicable bankruptcy, insolvency, or other similar law now or
      hereafter in effect.

    


    15.2 Successor
      Custodian.
      In the
      event of the appointment of a successor custodian, it is agreed that the
      Investments of the Fund held by the Custodian or any Subcustodian shall be
      delivered to the successor Custodian in accordance with reasonable Instructions.
      The Custodian agrees to cooperate with the Fund in the execution of documents
      and performance of other actions necessary or desirable in order to facilitate
      the succession of the new custodian. If no successor custodian shall be
      appointed, the Custodian shall in like manner transfer the Fund’s Investments in
      accordance with Instructions. 

    


    15.3 Delayed
      Succession.
      If no
      Instruction has been given as of the effective date of termination, the
      Custodian may at any time on or after such termination date and upon ten (10)
      consecutive calendar days written notice to the Fund and the General Partner
      either (a) deliver the Investments of the Fund held hereunder to the Fund at
      the
      address designated for receipt of notices hereunder; or (b) deliver any
      Investments held hereunder to a bank or trust company having a capitalization
      of
      $50,000,000 equivalent and operating under the Applicable Law of the
      jurisdiction where such Investments are located, such delivery to be at the
      risk
      of the Fund. In the event that Investments or moneys of the Fund remain in
      the
      custody of the Custodian or its Subcustodians after the date of termination
      owing to the failure of the Fund to issue Instructions with respect to their
      disposition or owing to the fact that such disposition could not be accomplished
      in accordance with such Instructions despite diligent efforts of the Custodian,
      the Custodian shall be entitled to compensation for its services with respect
      to
      such Investments and moneys during such period as the Custodian or its
      Subcustodians retain possession of such items and the provisions of this
      Agreement shall remain in full force and effect until disposition in accordance
      with this Section is accomplished.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

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

    


    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
      duly
      executed as of the date first above written.

    

      
        	
                BROWN
                  BROTHERS HARRIMAN & CO.

              
	 
	
                By:

              	 	 	 
	
                Name:

              
	
                Title:

              
	
                Date:

              
	 
	 
	 
	
                UNITED
                  STATES 12 MONTH OIL FUND, LP

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

              
	 
	       By:	 	 
	
                       
   Name:
                  

              
	
                           Title:
                  

              
	
                           Date:

              
	 
	 
	
                VICTORIA
                  BAY ASSET MANAGEMENT, LLC

              
	 
	
                By:

              	 	 	 
	
                Name:

              
	
                Title:

              
	
                Date:

              


      

    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
FUNDS
      TRANSFER SERVICES SCHEDULE

    


    1. Execution
      of Payment Orders.
      Brown
      Brothers Harriman & Co. (the “Custodian”) is hereby instructed by United
      States 12 Month Oil Fund, LP (the “Fund”) and Victoria Bay Asset Management, LLC
      (the “General Partner”) to execute each payment order, whether denominated in
      United States Dollars or other applicable currencies, received by the Custodian
      in the Fund’s name as sender and authorized and confirmed by an Authorized
      Person as defined in a Custodian Agreement dated as of October 5, 2007 by and
      among the Custodian, the General Partner and the Fund, as amended or restated
      from time thereafter (the “Agreement”), provided that the Fund has sufficient
      available funds on deposit in a Principal Account as defined in the Agreement
      and provided that the order (i) is received by the Custodian in the manner
      specified in this Funds Transfer Services Schedule or any amendment hereafter;
      (ii) complies with any written instructions and restrictions of the Fund as
      set
      forth in this Funds Transfer Services Schedule or any amendment hereafter;
      (iii)
      is authorized by the Fund or is verified by the Custodian in compliance with
      a
      security procedure set forth in Paragraph 2 below for verifying the authenticity
      of a funds transfer communication sent to the Custodian in the name of the
      Fund
      or for the detection of errors set forth in any such communication; and (iv)
      contains sufficient data to enable the Custodian to process such transfer.
      

    


    2. Security
      Procedure.
      The
      Fund and the General Partner hereby elect to use the procedure selected below
      as
      its security procedure (the “Security Procedure”). The Security Procedure will
      be used by the Custodian to verify the authenticity of a payment order or a
      communication amending or canceling a payment order. The Custodian will act
      on
      instructions received provided the instruction is authenticated by the Security
      Procedure. The Fund and the General Partner agree and acknowledge in connection
      with (i) the size, type and frequency of payment orders normally issued or
      expected to be issued by the Fund to the Custodian, (ii) all of the security
      procedures offered to the Fund and the General Partner by the Custodian, and
      (iii) the usual security procedures used by customers and receiving banks
      similarly situated, that authentication through the Security Procedure shall
      be
      deemed commercially reasonable for the authentication of all payment orders
      submitted to the Custodian. The Fund and the General Partner hereby elect
(please
      choose one)
      the
      following Security Procedure as described below:

    


    
      	
            	o	
              BIDS
                and BIDS Worldview Payment Products.
                BIDS and BIDS Worldview Payment Products, are on-line payment order
                authorization facilities with built-in authentication procedures.
                The
                Custodian, the General Partner and the Fund shall each be responsible
                for
                maintaining the confidentiality of passwords or other codes to be
                used by
                them in connection with BIDS. The Custodian will act on instructions
                received through BIDS without duty of further confirmation unless
                the Fund
                and/or the General Partner notifies the Custodian that its password
                is not
                secure. 

            


    

    


    
      	
            	x	
              SWIFT.
                The Custodian, the General Partner and the Fund shall comply with
                SWIFT’s
                authentication procedures. The Custodian will act on instructions
                received
                via SWIFT provided the instruction is authenticated by the SWIFT
                system.
                

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
            	o	
              Tested
                Telex.
                The Custodian will accept payment orders sent by tested telex, provided
                the test key matches the algorithmic key the Custodian, the General
                Partner and Fund have agreed to use.


            


    

    


    
      	
            	o	
              Computer
                Transmission.
                The Custodian is able to accept transmissions sent from the Fund’s and/or
                the General Partner’s computer facilities to the Custodian’s computer
                facilities provided such transmissions are encrypted and digitally
                certified or are otherwise authenticated in a reasonable manner based
                on
                available technology. Such procedures shall be established in an
                operating
                protocol among the Custodian, the General Partner and the
                Fund.

            


    

    


    
      
        
          	
                	o	
                  Telefax
                    Instructions.
                    A
                    payment order transmitted to the Custodian by telefax transmission
                    shall
                    be transmitted by the Fund and/or the General Partner to a telephone
                    number specified from time to time by the Custodian for such
                    purposes. If
                    it detects no discrepancies, the Custodian will then
                    either:

                


        

      

    

    


    
      	
            	1.	
              if
                the telefax requests a repetitive payment order, the Custodian may
                call
                the Fund and/or the General Partner at its last known telephone number,
                request to speak to the Fund, the General Partner or Authorized Person,
                and confirm the authorization and details of the payment order (a
                “Callback”); or

            


    

    


    
      	
            	2.	
              if
                the telefax requests a non-repetitive order, the Custodian will perform
                a
                Callback.

            


    

    


    All
      faxes
      must be accompanied by a fax cover sheet which indicates the sender’s name, Fund
      name, telephone number, fax number, number of pages, and number of transactions
      or instructions attached.

    


    
      	
            	o	
              Telephonic.
                A
                telephonic payment order shall be called into the Custodian at the
                telephone number designated from time to time by the Custodian for
                that
                purpose. The caller shall identify herself/himself as an Authorized
                Person. The Custodian shall obtain the payment order data from the
                caller.
                The Custodian shall then:

            


    

    


    
      	
            	1.	
              if
                a telephonic repetitive payment order, the Custodian may perform
                a
                Callback; or

            


    

    


    
      	
            	2.	
              if
                a telephonic non-repetitive payment order, the Custodian will perform
                a
                Callback. 

            


    

    


    In
      the
      event the Fund and the General Partner choose a procedure which is not a
      Security Procedure as described above, the Fund and the General Partner agree
      to
      be bound by any payment order (whether or not authorized) issued in their name
      and accepted by the Custodian in compliance with the procedure selected by
      the
      Fund and the General Partner.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    3. Rejection
      of Payment Orders.
      The
      Custodian shall give the Fund and the General Partner timely notice of the
      Custodian’s rejection of a payment order. Such notice may be given in writing or
      orally by telephone, each of which is hereby deemed commercially reasonable.
      In
      the event the Custodian fails to execute a properly executable payment order
      and
      fails to give the Fund and/or the General Partner notice of the Custodian’s
      non-execution, the Custodian shall be liable only for the Fund’s actual damages
      and only to the extent that such damages are recoverable under UCC 4A (as
      defined in Paragraph 7 below). Notwithstanding anything in this Funds Transfer
      Services Schedule and the Agreement to the contrary, the Custodian shall in
      no
      event be liable for any consequential or special damages under this Funds
      Transfer Services Schedule, whether or not such damages relate to services
      covered by UCC 4A, even if the Custodian has been advised of the possibility
      of
      such damages. Whenever compensation in the form of interest is payable by the
      Custodian to the Fund pursuant to this Funds Transfer Services Schedule, such
      compensation will be payable in accordance with UCC 4A.

    


    4. Cancellation
      of Payment Orders.
      The
      Fund or the General Partner may cancel a payment order but the Custodian shall
      have no liability for the Custodian’s failure to act on a cancellation
      instruction unless the Custodian has received such cancellation instruction
      at a
      time and in a manner affording the Custodian reasonable opportunity to act
      prior
      to the Custodian’s execution of the order. Any cancellation shall be sent and
      confirmed in the manner set forth in Paragraph 2 above.

    


    5. Responsibility
      for the Detection of Errors and Unauthorized Payment Orders.
      Except
      as may be provided in the Agreement, the Custodian is not responsible for
      detecting any Fund or General Partner error contained in any payment order
      sent
      by the Fund or the General Partner to the Custodian. In the event that the
      Fund’s or the General Partner’s payment order to the Custodian either (i)
      identifies the beneficiary by both a name and an identifying or bank account
      number and the name and number identify different persons or entities, or (ii)
      identifies any bank by both a name and an identifying number and the number
      identifies a person or entity different from the bank identified by name,
      execution of the payment order, payment to the beneficiary, cancellation of
      the
      payment order or actions taken by any bank in respect of such payment order
      may
      be made solely on the basis of the number. The Custodian shall not be liable
      for
      interest on the amount of any payment order that was not authorized or was
      erroneously executed unless the Fund and/or the General Partner so notifies
      the
      Custodian within thirty (30) Business Days following the Fund’s and/or the
      General Partner’s receipt of notice that such payment order had been processed.
      If a payment order in the name of the Fund and accepted by the Custodian was
      not
      authorized by the Fund or the General Partner, the liability of the parties
      will
      be governed by the applicable provisions of UCC 4A.

    


    6. Laws
      and Regulations.
      The
      rights and obligations of the Custodian, the General Partner and the Fund with
      respect to any payment order executed pursuant to this Funds Transfer Services
      Schedule will be governed by any applicable laws, regulations, circulars and
      funds transfer system rules, the laws and regulations of the United States
      of
      America and of other relevant countries including exchange control regulations
      and limitations on dealings or other sanctions, and including without limitation
      those sanctions imposed under the law of the United States of America by the
      Office of Foreign Assets Control. Any taxes, fines, costs, charges or fees
      imposed by relevant authorities on such transactions shall be for the account
      of
      the Fund. 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    7. Miscellaneous.
      All
      accounts opened by the Fund, the General Partner or its authorized agents at
      the
      Custodian subsequent to the date hereof shall be governed by this Funds Transfer
      Schedule. All terms used in this Funds Transfer Services Schedule shall have
      the
      meaning set forth in Article 4A of the Uniform Commercial Code as currently
      in
      effect in the State of New York (UCC 4A) unless otherwise set forth herein.
      The
      terms and conditions of this Funds Transfer Services Schedule are in addition
      to, and do not modify or otherwise affect, the terms and conditions of the
      Agreement and any other agreement or arrangement between the parties hereto.
      

    


    8. Indemnification.
      The
      Custodian does not recommend the sending of instructions by telefax or
      telephonic means as provided in Paragraph 2. BY
      ELECTING TO SEND INSTRUCTIONS BY TELEFAX OR TELEPHONIC MEANS, THE FUND AND
      THE
      GENERAL PARTNER AGREE TO INDEMNIFY THE CUSTODIAN AND ITS PARTNERS, OFFICERS
      AND
      EMPLOYEES FOR LOSSES THEREFROM.

     

      
        

      

    

    


    OPTIONAL:
      The
      Custodian will perform a Callback if instructions are sent by telefax or
      telephonic means as provided in Paragraph 2. THE
      FUND AND/OR THE GENERAL PARTNER MAY, AT ITS OWN RISK AND BY HEREBY AGREEING
      TO
      INDEMNIFY THE CUSTODIAN AND ITS PARTNERS, OFFICERS AND EMPLOYEES FOR ALL LOSSES
      THEREFROM,
      ELECT TO
      WAIVE A CALLBACK BY THE CUSTODIAN BY INITIALING HERE: ____

     

    
      

    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

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

    


    Accepted
      and agreed:  

    
      

        
          	
                  BROWN
                    BROTHERS HARRIMAN & CO.

                
	 
	
                  By:

                	 	 
	
                  Name:

                
	
                  Title:

                
	
                  Date:

                
	 
	
                  
                    UNITED
                      STATES 12 MONTH OIL FUND, LP

                  

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

                  

                
	 
	       By:  
                  	 	 
	               Name:
                  
	               Title:
                  
	               Date:
	 
	
                  
                    VICTORIA
                      BAY ASSET MANAGEMENT, LLC

                  

                
	 
	
                  By:

                	 	 	 
	
                  Name:

                
	
                  Title:

                
	
                  Date:

                


        

      

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    ELECTRONIC
      AND ON-LINE SERVICES SCHEDULE


    


    This
      Electronic and On-Line Services Schedule (this “Schedule”)
      to a
      Custodian Agreement dated as of October 5, 2007 (as amended from time to time
      hereafter, the “Agreement”)
      by and
      among Brown Brothers Harriman & Co. (“we,
      us our”),
      Victoria Bay Asset Management, LLC (the “General
      Partner”)
      and
      United States 12 Month Oil Fund, LP (the “Fund”)
      (the
      General Partner and the Fund collectively, “you,
      your”),
      provides general provisions governing your use of and access to the Services
      (as
      hereinafter defined) provided to you by us via the Internet (at www.bbhco.com
      or
      such other URL as we may instruct you to use to access our
      products)
      and via
      a direct dial-up connection between your computer and our computers, as of
      __________________ (the “Effective
      Date”).
      Use
      of the Services constitutes acceptance of the terms and conditions of this
      Schedule, any Appendices hereto, the Terms and Conditions posted on our web
      site, and any terms and conditions specifically governing a particular Service
      or our other products, which may be set forth in the Agreement or in a separate
      related agreement (collectively, the “Related
      Agreements”).
      

    


    
      	1.	
              General
                Terms. 

            


    

    You
      will
      be granted access to our suite of online products, which may include, but shall
      not be limited to the following services via the Internet or dial-up connection
      (each separate service is a “Service”;
      collectively referred to as the “Services”):
      

    
      	 	
              1.1.

            	
              BIDS®
                and BIDS WorldView, a system for effectuating securities and fund
                trade
                instruction and execution, processing and handling instructions,
                and for
                the input and retrieval of other information;


            


    

    
      	 	
              1.2.

            	
              F/X
                WorldView, a system for executing foreign exchange
                trades;

            


    

    
      	 	
              1.3.

            	
              Fund
                WorldView, a system for receiving fund and prospectus
                information;

            


    

    
      	 	
              1.4.

            	
              BBHCOnnect,
                a system for placing securities trade instructions and following
                the
                status and detail of trades;

            


    

    
      	 	
              1.5.

            	
              ActionViewSM,
                a
                system for receiving certain corporate action information;
                

            


    

    
      	 	
              1.6.

            	
              Risk
                View, an interactive portfolio risk analysis tool; and
                

            


    

    
      	 	
              1.7.

            	
              Such
                other services as we shall from time to time
                offer.

            


    

    


    
      	
              2.

            	
              Security
                / Passwords. 

            


    

    
      	 	
              2.1.

            	
              A
                digital certificate and/or an encryption key may be required to access
                certain Services. You may apply for a digital certificate and/or
                an
                encryption key by following the procedures set forth at http://www.bbh.com/certs/. You
                also will need an identification code (“ID”)
                and password(s) (“Password”)
                to access the Services. 

            


    

    
      	 	
              2.2.

            	
              You
                agree to safeguard your digital certificate and/or encryption key,
                ID, and
                Password and not to give or make available, intentionally or otherwise,
                your digital certificate, ID, and/or Password to any unauthorized
                person.
                You must immediately notify us in writing if you believe that your
                digital
                certificate and/or encryption key, Password, or ID has been compromised
                or
                if you suspect unauthorized access to your account by means of the
                Services or otherwise, or when a person to whom a digital certificate
                and/or an encryption key, Password, or ID has been assigned leaves
                or is
                no longer permitted to access the Services.


            


    

    
    

     

    
      
        
        

      

      
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              2.3.

            	
              We
                will not be responsible for any breach of security, or for any
                unauthorized trading or theft by any third party, caused by your
                failure
                (be it intentional, unintentional, or negligent) to maintain the
                confidentiality of your ID and/or Password and/or the security of
                your
                digital certificate and/or encryption key.


            


    

    


    
      	
              3.

            	
              Instructions.
                 

            


    

    
      	 	
              3.1.

            	
              Proper
                instructions under this Schedule shall be provided as designated
                in the
                Related Agreements (“Instructions”). 

            


    

    
      	 	
              3.2.

            	
              The
                following additional provisions apply to Instructions provided via
                the
                Services:

            


    

    
      	 	
              a.

            	
              Instructions
                sent by electronic mail will not be accepted or acted
                upon.

            


    

    
      	 	
              b.

            	
              You
                authorize us to act upon Instructions received through the Services
                utilizing your digital certificate, ID, and/or Password as though
                they
                were duly authorized written instructions, without any duty of
                verification or inquiry on our part, and agree to hold us harmless
                for any
                losses you experience as a result. 

            


    

    
      	 	
              c.

            	
              From
                time to time, the temporary unavailability of third party
                telecommunications or computer systems required by the Services may
                result
                in a delay in processing Instructions. In such an event, we shall
                not be
                liable to you or any third party for any liabilities, losses, claims,
                costs, damages, penalties, fines, obligations, or expenses of any
                kind
                (including without limitation, reasonable attorneys’, accountants’,
                consultants’, or experts’ fees and disbursements) that you experience due
                to such a delay. 

            


    

    


    
      	
              4.

            	
              Electronic
                Documents. 

            


    

    We
      may
      make periodic statements, disclosures, notices, and other documents available
      to
      you electronically, and, subject to any delivery and receipt verification
      procedures required by law, you agree to receive such documents electronically
      and to check the statements for accuracy. If you believe any such statement
      contains incorrect information, you must follow the procedures set forth in
      the
      Related Agreement(s).

    


    
      	
              5.

            	
              Malicious
                Code. 

            


    

    You
      understand and agree that you will be responsible for the introduction (by
      you,
      your employees, agents, or representatives) into the Services, whether
      intentional or unintentional, of (i) any virus or other code, program, or
      sub-program that damages or interferes with the operation of the computer system
      containing the code, program or sub-program, or halts, disables, or interferes
      with the operation of the Services themselves; or (ii) any device, method,
      or
      token whose knowing or intended purpose is to permit any person to circumvent
      the normal security of the Services or the system containing the software code
      for the Services (“Malicious
      Code”).
      You
      agree to take all necessary actions and precautions to prevent the introduction
      and proliferation of any Malicious Code into those systems that interact with
      the Services. 

    


    
      	
              6.

            	
              Indemnification. 

            


    

    For
      avoidance of doubt, you hereby agree that the provisions in the Related
      Agreement(s) related to your indemnification of us and any limitations on our
      liability and responsibilities to you shall be applicable to this Agreement,
      and
      are hereby expressly incorporated herein. You agree that the Services are
      comprised of telecommunications and computer systems, and that it is possible
      that Instructions, information, transactions, or account reports might be added
      to, changed, or omitted by electronic or programming malfunction, unauthorized
      access, or other failure of the systems which comprise the Services, despite
      the
      security features that have been designed into the Services. You agree that
      we
      will not be liable for any action taken or not taken in complying with the
      terms
      of this Schedule, except for our willful misconduct or gross negligence. The
      provisions of this paragraph shall survive the termination of this Schedule
      and
      the Related Agreements. 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Payment.

            


    

    You
      may
      be charged for services hereunder as set forth in a fee schedule from time
      to
      time agreed by us. 

    


    
      	
              8.

            	
              Term/Termination. 

            


    

    
      	 	
              8.1.

            	
              This
                Schedule is effective as of the date you sign it or first use the
                Services, whichever is first, and continues in effect until such
                time as
                either you or we terminate the Schedule in accordance with this Section
                8
                and/or until your off-line use of the Services is
                terminated.

            


    

    
      	 	
              8.2.

            	
              We
                may terminate your access to the Services at any time, for any reason,
                with five (5) Business Days’ (as defined in the Agreement) prior notice;
                provided that we may terminate your access to the Services with no
                prior
                notice if (i) your account with us is closed, (ii) you fail to comply
                with
                any of the terms of this Agreement, (iii) we believe that your continued
                access to the Services poses a security risk, or (iv) we believe
                that you
                are violating or have violated Applicable Laws (as defined in the
                Agreement), and we will not be liable for any loss you may experience
                as a
                result of such termination. You may terminate your access to the
                Services
                at any time by giving us ten (10) Business Days notice. Upon termination,
                we will cancel all your Passwords and IDs and any in-process or pending
                Instructions will be carried out or cancelled, at our sole discretion.
                

            


    

    


    
      	
              9.

            	
              Miscellaneous.

            


    

    
      	 	
              9.1.

            	
              Notices.
                All notices, requests, and demands (other than routine operational
                communications, such as Instructions) shall be in such form and effect
                as
                provided in the Related Agreement(s).


            


    

    
      	 	
              9.2.

            	
              Inconsistent
                Provisions.
                Each Service may be governed by separate terms and conditions in
                addition
                to this Schedule and the Related Agreement(s). Except where specifically
                provided to the contrary in this Schedule, in the event that such
                separate
                terms and conditions conflict with this Schedule and the Related
                Agreement(s), the provisions of this Schedule shall prevail to the
                extent
                this Schedule applies to the transaction in
                question.

            


    

    
      	 	
              9.3.

            	
              Binding
                Effect; Assignment; Severability.
                This Schedule shall be binding on you, your employees, officers and
                agents. We may assign or delegate our rights and duties under this
                Schedule at any time without notice to you. Your rights under this
                Schedule may not be assigned without our prior written consent. In
                the
                event that any provision of this Schedule conflicts with the law
                under
                which this Schedule is to be construed or if any such provision is
                held
                invalid or unenforceable by a court with jurisdiction over you and
                us,
                such provision shall be deemed to be restated to effectuate as nearly
                as
                possible the purposes of the Schedule in accordance with applicable
                law.
                The remaining provisions of this Schedule and the application of
                the
                challenged provision to persons or circumstances other than those
                as to
                which it is invalid or unenforceable shall not be affected thereby,
                and
                each such provision shall be valid and enforceable to the full extent
                permitted by law.

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	 	
              9.4.

            	
              Choice
                of Law; Jury Trial.
                This Schedule shall be governed by and construed, and the legal relations
                between the parties shall be determined, in accordance with the laws
                of
                the State of New York, without giving effect to the principles of
                conflicts of laws. Each party agrees to waive its right to trial
                by jury
                in any action or proceeding based upon or related to this Schedule.
                The
                parties agree that all actions and proceedings based upon or relating
                to
                this Schedule shall be litigated exclusively in the federal and state
                courts located within New York City, New York.


            


    

    


    
      	 	
              9.5.

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

            


    

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


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

    
      

        
          	
                  BROWN
                    BROTHERS HARRIMAN & CO.

                
	 
	
                  By:

                	 	 	 
	
                  Name:

                
	
                  Title:

                
	
                  Date:

                
	 
	
                  
                    
                      UNITED
                        STATES 12 MONTH OIL FUND, LP

                    

                  

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

                    

                  

                
	 
	       By: 
                  	 	 
	               Name:
                  
	               Title:
                  
	               Date:
	 
	
                  
                    
                      VICTORIA
                        BAY ASSET MANAGEMENT, LLC

                    

                  

                
	 
	
                  By:

                	 	 	 
	
                  Name:

                
	
                  Title:

                
	
                  Date:

                


        

      

    

     

    
      
        
        

      

      
        32