DRAFT,
      12/20/06

     

    [Exhibit
      10.1]

    


    FORM
      OF

    UNITED
      STATES NATURAL GAS FUND, LP

    AUTHORIZED
      PURCHASER AGREEMENT

    


    This
      United States Natural Gas Fund, LP Authorized Purchaser Agreement (the
“Agreement”), dated as of ____________, is entered into by and between Victoria
      Bay Asset Management, LLC, a Delaware limited liability company and General
      Partner of United States Natural Gas Fund, LP (the “General Partner”), on behalf
      of itself and as General Partner of United States Natural Gas Fund, LP, and
      _________________, a [state]
      [type of business organization]
      (the
“Authorized Purchaser”).

    


    SUMMARY

    


    The
      General Partner serves in its capacity as General Partner of United States
      Natural Gas Fund, LP (the “Fund”) pursuant to the Limited Partnership Agreement
      dated as of the day the first Creation Basket is sold and the proceeds are
      invested (substantially in the form attached hereto) between the General Partner
      and the Limited Partners of the Fund (the “Partnership Agreement”). As provided
      in the Partnership Agreement and described in the Fund’s prospectus (the
“Prospectus”), units of fractional undivided beneficial interest in and
      ownership of the limited partnership (the “Units”) may be created or redeemed
      through the Marketing Agent by the Authorized Purchaser in aggregations of
      one
      hundred thousand (100,000) Units (each aggregation, a “Creation Basket” or
“Redemption Basket,” respectively; collectively, “Baskets”). Creation Baskets
      are offered only pursuant to the registration statement of the Fund on Form
      S-1,
      as amended (Registration No.: 333-137871), as declared effective by the
      Securities and Exchange Commission (the “SEC”) and as the same may be amended
      from time to time thereafter (collectively, the “Registration Statement”).
      Authorized Purchasers are the only persons that may place orders to create
      and
      redeem Creation
      Baskets or Redemption Baskets. 

    


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

    


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

    


    Section
      1. Order Placement. 

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

     

    Section
      2. Status and Obligations of Authorized Purchaser. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      Authorized Purchaser represents and warrants and covenants the following:


    


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

    


    (b) Unless
      Section 2(c) applies, the Authorized Purchaser either (i) is registered as
      a
      broker-dealer under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and is a member in good standing of the National Association of
      Securities Dealers, Inc. (the “NASD”), or (ii) is exempt from being, or
      otherwise is not required to be, licensed as a broker-dealer or a member of
      the
      NASD, and in either case is qualified to act as a broker or dealer in the states
      or other jurisdictions where the nature of its business so requires. The
      Authorized Purchaser will maintain any such registrations, qualifications and
      membership in good standing and in full force and effect throughout the term
      of
      this Agreement. The Authorized Purchaser will comply with all applicable federal
      law, the laws of the states or other jurisdictions concerned, and the rules
      and
      regulations promulgated thereunder, including, but not limited to those
      applicable to securities and commodities transactions, and with the
      Constitution, By-Laws and Conduct Rules of the NASD (if it is a NASD member),
      and is solely responsible for determining the application of any such laws
      or
      regulations in all cases at its own expense. The Authorized Purchaser will
      not
      directly or indirectly offer, sell or deliver Units in or from any state or
      jurisdiction where they may not lawfully be offered, sold and/or
      delivered.

    


    (c) If
      the
      Authorized Purchaser is offering or selling Units in jurisdictions outside
      the
      several states, territories and possessions of the United States and is not
      otherwise required to be registered, qualified or a member of the NASD as set
      forth in Section 2(b) above, the Authorized Purchaser will (i) observe the
      applicable laws of the jurisdiction in which such offer and/or sale is made,
      (ii) comply with the full disclosure requirements of the Securities Act of
      1933,
      as amended (the “1933 Act”) and the Commodities Exchange Act (the “CEA”), and
      the rules and regulations promulgated thereunder, and (iii) conduct its business
      in accordance with the spirit of the NASD Conduct Rules. 

    


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

    


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

     

    
      
        
          
            
            

          

          
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    (f) Because
      new Baskets can be created and Units therein issued on an ongoing basis, at
      any
      point during the life of the partnership, a “distribution,” as such term is used
      in the 1933 Act, may be occurring with respect to resales of these Units. The
      Authorized Purchaser is cautioned that some of its activities may result in
      its
      being deemed a participant in a distribution in a manner that would render
      it a
      statutory underwriter and subject it to the prospectus-delivery and liability
      provisions of the 1933 Act. The Authorized Purchaser should review the “What is
      the Plan of Distribution?” portion of the Prospectus and consult with its own
      counsel in connection with entering into this Agreement and placing an Order
      (as
      defined below). In addition to satisfying the prospectus-delivery and disclosure
      requirements of the 1933 Act, the Authorized Purchaser and any other participant
      in the distribution of the Units purchased by the Authorized Purchaser also
      has
      the obligation to comply with the disclosure delivery requirements under the
      CEA, including, with respect to the CEA, the requirement that it provide an
      acknowledgement of receipt of the Prospectus (the “CEA Acknowledgement”) as set
      forth in Section 11, to the Fund, directly or through its agent, the Marketing
      Agent, prior to payment of the purchase price for any Creation Basket to the
      Fund. To the extent the Authorized Purchaser has distributed a Preliminary
      Prospectus to prospective investors, if there are material changes made to
      that
      document as compared to the final Prospectus, the Authorized Purchaser shall
      give notice to any prospective investor who received the Preliminary Prospectus
      of such material change prior to a sale.

    


    Section
      3. Orders. 

     

    (a) All
      orders to create or redeem Baskets shall be made in accordance with the terms
      of
      the Prospectus, this Agreement and the creation and redemption procedures
      attached hereto as Exhibit A (the “Procedures”), except in the case of an
      Authorized Purchaser’s initial order to purchase one or more Creation Baskets on
      the first day the Baskets are to be offered and sold which will be governed
      by
      the procedures set forth in Exhibit A-1. Each party will comply with such
      foregoing terms to the extent applicable to it. The General Partner may issue
      additional or other procedures from time to time relating to the manner of
      creating or redeeming Baskets and the Authorized Purchaser will comply with
      such
      procedures. The Authorized Purchaser hereby consents to the use of recorded
      telephone lines. 

    


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

    


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

     

    
      
        
          
            
            

          

          
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    (d) The
      General Partner acting by itself or through the Marketing Agent may, in its
      sole
      discretion, reject any Redemption Order (i) determined by the General Partner
      not to be in proper form or (ii) the fulfillment of which its counsel advises
      may be illegal under applicable laws and regulations, and neither the General
      Partner nor the Marketing Agent shall have liability to any person for rejecting
      a Redemption Order in such circumstances. 

    


    Section
      4. Fees. 

     

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

    


    Section
      5. Authorized Persons. 

     

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

    


    Section
      6. Creation Procedures.

     

    On
      any
      Business Day, an Authorized Purchaser may place an order with the Marketing
      Agent to create one or more Creation Baskets in accordance with this Section
      6
      and the Procedures. For purposes of processing purchase and redemption orders,
      a
“Business Day” means any day other than a day when any of the American Stock
      Exchange, the New York Mercantile Exchange or the New York Stock Exchange is
      closed for regular trading. Purchase orders must be placed by 12:00 PM New
      York
      time or the close of regular trading on the American Stock Exchange, whichever
      is earlier, except in the case of an Authorized Purchaser’s initial order to
      purchase one or more Creation Baskets on the first day the Baskets are to be
      offered and sold, when such orders shall be placed by 9:00 AM New
      York
      Time on the day agreed to by the General Partner and the Authorized Purchaser.
      The day on which the Marketing Agent receives a valid purchase order is the
      purchase order date. By placing a purchase order, an Authorized Purchaser agrees
      to deposit Treasuries, cash, or a combination of Treasuries and cash with the
      Custodian of the Fund. Prior to the delivery of Baskets for a purchase order,
      the Authorized Purchaser must also have wired to the Custodian the
      non-refundable transaction fee due for the purchase order. “Treasuries” shall be
      any U.S. treasury security with two years or less remaining to maturity with
      an
      aggregate market value, as determined in the sole discretion of the
      Administrator using the valuation procedures set forth in Exhibit D, that
      together with any cash amount, will equal the purchase price of the Creation
      Basket being purchased.

     

    
      
        
          
            
            

          

          
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    The
      total
      deposit required to create each basket (“Creation Basket Deposit”) will be an
      amount of Treasuries and cash that is in the same proportion to the total assets
      of the Fund (net of estimated accrued but unpaid fees, expenses and other
      liabilities) on the date the order to purchase is properly received as the
      number of units to be created under the purchase order is in proportion to
      the
      total number of units outstanding on the date the order is received. The General
      Partner determines, directly in its sole discretion or in consultation with
      the
      Administrator, the requirements for Treasuries and the amount of cash, including
      the maximum permitted remaining maturity of a Treasury and proportions of
      Treasuries and cash that may be included in deposits to create baskets. The
      Marketing Agent will publish such requirements at the beginning of each business
      day. The amount of cash deposit required will be the difference between the
      aggregate market value of the Treasuries required to be included in a Creation
      Basket Deposit as of 4:00 p.m. New York time on the date the order to purchase
      is properly received and the total required deposit.

    


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

    


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

     

    
      Section
        7. Redemption Procedures. 

    

     

    
      
        
          
            
            

          

          
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    On
      any
      Business Day, an Authorized Purchaser may place an order with the Marketing
      Agent to redeem one or more Redemption Baskets in accordance with this Section
      7
      and the Procedures. Redemption orders must be placed by 12:00 PM New York time
      or the close of regular trading on the American Stock Exchange, whichever is
      earlier. A redemption order so received is effective on the date it is received
      in satisfactory form by the Marketing Agent. The day on which the Marketing
      Agent receives a valid redemption order is the redemption order date. By placing
      a redemption order, an Authorized Purchaser agrees to deliver the Redemption
      Basket to be redeemed through DTC’s book-entry system to the Fund’s account with
      the Custodian not later than 3:00 PM New York time on the third Business Day
      following the effective date of the redemption order. Prior to the delivery
      of
      the redemption distribution for a redemption order, the Authorized Purchaser
      must also have wired to the Fund’s account at the Custodian the non-refundable
      Transaction Fee due for the redemption order.

    


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

    


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

    


    The
      General Partner may, in its discretion, suspend the right of redemption, or
      postpone the redemption settlement date, (1) for any period during which the
      American Stock Exchange or the New York Mercantile Exchange is closed other
      than
      customary weekend or holiday closings, or trading on the American Stock Exchange
      or the New York Mercantile Exchange is suspended or restricted, (2) for any
      period during which an emergency exists as a result of which delivery, disposal
      or evaluation of Treasuries or other assets of the Fund is not reasonably
      practicable, or (3) for such other period as the General Partner determines
      to be necessary for the protection of the limited partners. None of the General
      Partner, the Marketing Agent, the Administrator or the Custodian will be liable
      to any person or in any way for any loss or damages that may result from any
      such suspension or postponement.

     

    
      
        
          
            
            

          

          
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    Section
      8. Role of Authorized Purchaser. 

     

    (a) The
      Authorized Purchaser acknowledges that, for all purposes of this Agreement,
      the
      Authorized Purchaser is and shall be deemed to be an independent contractor
      and
      has and shall have no authority to act as agent for the Fund, the Marketing
      Agent, the Administrator, the Custodian or the General Partner in any matter
      or
      in any respect, except as set forth in Section 2(f). 

    


    (b) The
      Authorized Purchaser will make itself and its employees available, upon request,
      during normal business hours to consult with the General Partner and the
      Marketing Agent concerning the performance of the Authorized Purchaser’s
      responsibilities under this Agreement. 

    


    (c) The
      Authorized Purchaser will maintain records of all sales of Creation Baskets
      made
      by or through it and will furnish copies of such records to the General Partner
      upon the reasonable request of the General Partner. 

    


    Section
      9. Indemnification. 

     

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

    


    (1) any
      untrue statement or alleged untrue statement of a material fact contained in
      the
      Registration Statement (or in the Registration Statement as amended or
      supplement) or in a Prospectus (the term Prospectus for the purpose of this
      Section 6 being deemed to include the Prospectus and the Prospectus as amended
      or supplemented), or arises out of or is based upon any omission or alleged
      omission to state a material fact required to be stated in either such
      Registration Statement or such Prospectus or necessary to make the statements
      made therein not misleading, except insofar as any such loss, damage, expense,
      liability or claim arises out of or is based upon any untrue statement or
      alleged untrue statement of a material fact contained in and in conformity
      with
      information concerning the Authorized Purchaser furnished in writing by or
      on
      behalf of the Authorized Purchaser to the General Partner expressly for use
      in
      such Registration Statement;

    


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

     

    
      
        
          
            
            

          

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

    


    (4) the
      Authorized Purchaser’s performance of its duties under this Agreement except in
      the case of this clause (4), for any loss, damage, expense, liability or claim
      resulting from the gross negligence or willful misconduct of the Authorized
      Purchaser.

    


    In
      no
      case is the indemnity of the General Partner in favor of the Authorized
      Purchaser and such other persons as are specified in this Section 9(a) to be
      deemed to protect the Authorized Purchaser and such persons against any
      liability to the General Partner or the Fund to which the Authorized Purchaser
      would otherwise be subject by reason of willful misfeasance, bad faith or gross
      negligence in the performance of its duties or by reason of its reckless
      disregard of its obligations and duties under this Agreement.

    


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

    


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

     

    
      
        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

    

     

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

    


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

    


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

     

    
      
        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

    

     

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

    


    (c) The
      indemnity agreements contained in this Section 9 and the covenants, warranties
      and representations of the General Partner contained in this Agreement shall
      remain in full force and effect regardless of any investigation made by or
      on
      behalf of the Authorized Purchaser, its partners, stockholders, members,
      directors, officers, employees and or any person (including each partner,
      stockholder, member, director, officer or employee of such person) who controls
      the Authorized Purchaser within the meaning of Section 15 of the 1933 Act or
      Section 20 of the Exchange Act, or by or on behalf of each of the General
      Partner, the Fund, their partners, stockholders, members, directors, officers,
      employees or any person who controls the General Partner or the Fund within
      the
      meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act, and
      shall survive any termination of this Agreement or the initial issuance and
      delivery of the Units. The General Partner and the Authorized Purchaser agree
      promptly to notify each other of the commencement of any Proceeding against
      it
      and, in the case of the General Partner, against any of the General Partner’s
      officers or directors in connection with the issuance and sale of the Units,
      or
      in connection with the Registration Statement or the Prospectus.

     

    
      
        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

    

     

    Section
      10.

     

    (a) Limitation
      of Liability. 

     

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

    


    (b) Tax
      Liability. 

     

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

    


    Section
      11. Acknowledgment. 

     

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

    


    Section
      12. Effectiveness and Termination.

     

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

    


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

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

     

    
      
        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

    

     

    Section
      14. Certain Covenants of the General Partner.
      

     

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

    


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

    


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

    


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

    


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

    


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

     

    
      
        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

      

    

     

    Section
      15. Third Party Beneficiaries. 

     

    Each
      AP
      Indemnified Person, to the extent it is not a party to this Agreement, is a
      third-party beneficiary of this Agreement (each, a “Third Party Beneficiary”)
      and may proceed directly against the Authorized Purchaser (including by bringing
      proceedings against the Authorized Purchaser in its own name) to enforce any
      obligation of the Authorized Purchaser under this Agreement which directly
      or
      indirectly benefits such Third Party Beneficiary.

    


    Section
      16. Force Majeure. 

     

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

    


    Section
      17. Miscellaneous.
      

     

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

    


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

    


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

    


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

    


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

     

    
      
        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

      

    

     

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

    


    (1)     
       if
      to
      General Partner, to:

    


    Victoria
      Bay Asset Management, LLC

    c/o
      Nicholas D. Gerber

    P.O.
      Box
      6919

    Morago,
      CA 94570

    


    (2)      
      if
      to the
      Authorized Purchaser, to:

    


    [please
      provide]

    


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

    


    (g) Governing
      Law; Jurisdiction.

    


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

    


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

     

    
      
        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

      

    

     

    The
      provisions of this Section 17(g) shall survive any termination of this
      Agreement, in whole or in part.

    


    (h) No
      Partnership. Nothing in this Agreement is intended to, or will be construed
      to
      constitute the General Partner or the Fund, on the one hand, and the Authorized
      Purchaser or any of its Affiliates, on the other hand, as partners or joint
      venturers; it being intended that the relationship between them will at all
      times be that of independent contractors.

    


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

    


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

    


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

    


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

    


    Section
      18. Confidentiality.

    


    
      	 	
              (a)

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

            


    

     

    
      
        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

      

       

    

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

            


    

    


    
      	 	
              (b)

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

            


    

    


    
      	 	 	
              (i)

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

            


    

    


    
      	 	 	
              (ii)

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

            


    

    


    
      	 	 	
              (iii)

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

            


    

    


    
      	 	 	
              (iv)

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

            


    

    


    
      	 	
              (c)

            	
              The
                parties recognize and acknowledge that a breach or threatened breach
                by a
                party of the provisions of this Section 18 may cause irreparable
                and
                material loss and damage to the other party which cannot be adequately
                remedied at law and that, accordingly, in addition to, and not in
                lieu of,
                any damages or other remedy to which the non-breaching party may
                be
                entitled, the issuance of an injunction or other equitable remedy
                (without
                the requirement that a bond or other security be posted) is an appropriate
                remedy for the non-breaching party for any breach or threatened breach
                of
                the obligations set forth in this Section
                18.

            


    

    


    
      	 	
              (d)

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

            


    

    


    
      	 	
              (e)

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

            


    

    
       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

    

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

     

    
      VICTORIA
        BAY ASSET MANAGEMENT, LLC

       

      
        	 	 	 
	
                By: 

              	 	 	 	 
	 	
                Nicholas
                  D. Gerber

              	 	 	 
	
                Name:

              	 	 	 	 
	
                Title:

              	 	 	 	 
	
                Address:
                  

              	 	 	 	 
	
                Telephone:

              	 	 	 	 
	
                Facsimile:

              	 	 	 	 


      

       

      [AUTHORIZED
        PURCHASER]

      


      
        	 	 	 
	
                By: 

              	 	 	 	 
	
                Name:

              	 	 	 	 
	
                Title:

              	 	 	 	 
	
                Address:
                  

              	 	 	 	 
	
                Telephone:

              	 	 	 	 
	
                Facsimile:

              	 	 	 	 


      

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    UNITED
      STATES NATURAL GAS FUND, LP

    CREATION
      AND REDEMPTION PROCEDURES

    


    Scope
      of
      Procedures and Overview

    


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

    


    For
      purposes of these Procedures, a “Business Day” is defined as any day other than
      a day on which the American Stock Exchange (“AMEX”), the New York Mercantile
      Exchange (“NYMEX”) or the New York Stock Exchange (“NYSE”) is closed for regular
      trading. 

    


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

    


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

    


    Important
      Notes:

    


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

    


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

    


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

    


    CREATION
      PROCESS

    


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


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CREATION
      PROCEDURES

    


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

    


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

    


    3. If
      the
      Marketing Agent has received the Authorized Purchaser’s Purchase Order Form on
      time in accordance with the preceding timing rules, then by 1:00 PM New York
      time the Marketing Agent returns to the Authorized Purchaser a copy of the
      Purchase Order Form submitted, marking it “Affirmed.” 

    


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

     

    
      REDEMPTION
        PROCESS

       

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


    REDEMPTION
      PROCEDURES

    


    REDEMPTION
      T (REDEMPTION ORDER TRADE DATE)

    


    1. By
      the
      Order Cut-off Time, an Authorized Person of the Authorized Purchaser calls
      the
      Marketing Agent at (303)
      623−2577 to
      notify
      the Marketing Agent that the Authorized Purchaser wishes to place a Redemption
      Order with the Marketing Agent to redeem an identified number of Baskets and
      to
      request that the Marketing Agent provide an Order Number. The Authorized Person
      provides a PIN number as identification to the Marketing Agent. The Marketing
      Agent provides the Authorized Purchaser with an Order Number for the Authorized
      Purchaser’s Redemption Order Form. The Authorized Purchaser then completes and
      faxes to the Marketing Agent the Redemption Order Form included as Exhibit
      B to
      the Authorized Purchaser Agreement. The Redemption Order Form must include
      the
      Authorized Person’s signature, the number of Baskets being redeemed, and the
      Order Number previously provided by the Marketing Agent.

    


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

    


    3. If
      the
      Marketing Agent has received the Authorized Purchaser’s Redemption Order Form on
      time in accordance with the preceding timing rules, then by 1:00 PM New York
      time the Marketing Agent returns to the Authorized Purchaser a copy of the
      Redemption Order Form submitted, marking it “Affirmed.” The Marketing Agent also
      indicates on the Redemption Order Form the amount of Treasuries and/or
      cash,
      if
      any, to be delivered in the Redemption Distribution, and provides details of
      the
      method of payment to be used for the Transaction Fee and the method of delivery
      of the Treasuries and/or
      cash
      portion, if any, of the Redemption Distribution. 

    


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

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    REDEMPTION
      T+3

     

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

    


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

    


    REDEMPTION
      T+4

     

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

    


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

    


    *
      * *
      *


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-1

    


    UNITED
      STATES NATURAL GAS FUND, LP

    INITIAL
      CREATION PROCEDURES

    


    Scope
      of
      Procedures and Overview

    


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

    


    For
      purposes of these Initial Procedures, a “Business Day” is defined as any day
      other than a day on which the American Stock Exchange (“AMEX”), the New York
      Mercantile Exchange (“NYMEX”) or the New York Stock Exchange (“NYSE”) is closed
      for regular trading. 

    


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

    


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

    


    Important
      Notes:

    


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

    


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

    


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

     

    
      CREATION
        PROCESS

    

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    CREATION
      PROCEDURES

    


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

    


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

    


    3. If
      the
      Marketing Agent has received the Authorized Purchaser’s Purchase Order Form on
      time in accordance with the preceding timing rules, then by 10:00 AM New York
      time the Marketing Agent returns to the Authorized Purchaser a copy of the
      Purchase Order Form submitted, marking it “Affirmed.” 

    


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


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      B

     

    UNITED
      STATES NATURAL GAS FUND, LP

     

      
        

      

    

    PURCHASE/REDEMPTION
      ORDER FORM

    
      
        

      

    

     

    CONTACT
      INFORMATION FOR ORDER EXECUTION:

    Telephone
      order number:     Telex
      Number  

    Facsimile
      number:     Business
      Number 

    
      

    

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

     

    I.  TO
      BE COMPLETED BY AUTHORIZED PURCHASER:

    


    Date:______________________________            Time:____________________________

    Broker
      Name:________________________    Firm
      Name:_______________________ 

    NSCC
      Participant
      Number:______________            DTC
      Participant Number:____________

    Telephone
      Number:___________________            Telex
      Number:____________________

    Fax
      Number:_________________________

    


    Type
      of
      Order (Check One)

    


    Amount
      Created Units (100,000
      Units) ___________ 

    


    Amount
      Written Out    ___________

    


    Amount
      Redeemed Units (100,000 Units) _____________

    


    Amount
      Written Out:   ___________

    


    Order
      #: ____________________
      

    


    Authorized
      Person’s Signature  ________________________________

     

    II.    
TO
      BE COMPLETED BY ALPS DISTRIBUTORS,
      INC.:

     

    This
      certifies that the above order has been:

    


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

    


    ___________
      Declined - Reason: 
________________________________________________

    


    ____________   ____________  ______________________________

    Date        Time       Authorized
      Signature

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    UNITED
      STATES NATURAL GAS FUND, LP

    


    FORM
      OF
      CERTIFIED AUTHORIZED PERSONS 

    OF
      AUTHORIZED PURCHASER

     

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

    


    Authorized
      Purchaser: _______________________

    


    


    Name:
       ____________________________

    


    Title: _____________________________

    


    Signature:
       _________________________

    


    


    


    Name:
       ____________________________

    


    Title:
       _____________________________

    


    Signature:
       _________________________

    


    


    


    Name: ____________________________

    


    Title: _____________________________

    


    Signature: _________________________

    


    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    Subscribed
      and sworn to before me

    this
      ___
      day of ___________, ______.

    


    


    By:

    


    Name: ___________________________

    


    Signature:
       _________________________

    


    


    Notary
      Public

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    

     

    EXHIBIT
      D

    


    BBH
      Pricing Policies

    Futures,
      Forwards, Swaps, Options and Treasuries

    


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


    


    Futures

     

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

    


    Forward
      Currency Contracts

     

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

    


    Swaps

     

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

    


    Options

     

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

    


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

    


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

    


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

    


    US
      Treasuries

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

     

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    UNITED
      STATES NATURAL GAS FUND, LP

    


    OFFICER’S
      CERTIFICATE

    


    The
      undersigned, a duly authorized officer of Victoria Bay Asset Management, LLC,
      a
      Delaware limited liability company (the “General Partner”), and pursuant to
      Section 13(d) of the United States Natural Gas Fund, LP Authorized Purchaser
      Agreement (the “Agreement”), dated as of _____________________, by and between
      the General Partner and [Authorized
      Purchaser],
      (“the
      Authorized Purchaser”), hereby certifies that:

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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


    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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


    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

     

    
      	 	 	 
	 	By:  	 
	 	
              

              Name:

            
	 	Title:


    

     

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

    


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

    
       

      
        	 	 	 
	 	By:  	 
	 	
                

                Name:

              
	 	Title:


      

    

     

    
      
        
        

      

      
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