Unassociated Document


    Exhibit
10.7

    


    AMENDMENT
AGREEMENT

    DATED
AS OF OCTOBER 27, 2008

    TO
THE ADMINISTRATIVE AGENCY AGREEMENT

    DATED
AS OF FEBRUARY 7, 2008

    


    AMENDMENT AGREEMENT (the
“Amendment”) dated as of October 27, 2008 among BROWN BROTHERS HARRIMAN &
CO.  (“BBH”),
UNITED STATES COMMODITY FUNDS LLC (“USCF”), formerly known as Victoria
Bay Asset Management, LLC, and UNITED STATES GASOLINE FUND, LP
(“USG”).

    


    WITNESSETH

     

    The
parties have previously entered into that certain Administrative Agency
Agreement dated as of February 7, 2008 (the “Agreement”).  The parties
have agreed to amend the Agreement in accordance with the terms of this
Amendment.

     

     

    NOW, THEREFORE, in consideration of the
mutual agreements herein contained, BBH, USCF and USG hereby acknowledge and
agree as follows:

     

    


    1.           Amendment of the
Agreement.  Upon execution of this Amendment by BBH, USCF and
USG, the Agreement shall be hereby amended as follows:

    


    Section
12.1 of the Agreement shall be deleted in its entirety and replaced with the
following:

    


    12.1           This
Agreement shall have an initial term of two (2) years from the date hereof.
Thereafter, this Agreement shall automatically renew for successive one (1) year
periods unless any party terminates this Agreement by providing written notice
no later than seventy-five (75) days prior to the expiration of the applicable
term to the other parties at their address set forth herein.  Upon the
completion of the initial term, either the Administrator, on the one hand, or
the General Partner, on the other hand, may elect to terminate this Agreement at
any time by delivering ninety (90) days notice thereof to the other party. 
Notwithstanding the foregoing provisions, any party may terminate this Agreement
at any time (a) for cause, which is a material breach of the Agreement not cured
within sixty (60) days of written notice of such breach, in which case
termination shall be effective upon receipt of written notice by the
non-terminating parties, or (b) upon thirty (30) days’ written notice to
the other parties in the event that a party is adjudged bankrupt or insolvent,
or there shall be commenced against such party a case under any applicable
bankruptcy, insolvency, or other similar law now or hereafter in effect. In the
event a termination notice is given by a party hereto, all expenses associated
with the movement of records and materials and the conversion thereof shall be
paid by the Fund for which services shall cease to be performed
hereunder.  The Administrator shall be responsible for completing all
actions in progress when such termination notice is given unless otherwise
agreed.

    


    2.           Representations.  Each
party represents to the other party that:

    


    (a)           Status.  It is duly
organized and validly existing under the laws of the jurisdiction of its
organization or incorporation and, if relevant under such laws, in good
standing;

    


    (b)           Powers. It has the power to
execute and deliver this Amendment and has taken all necessary action to
authorize such execution, delivery and performance;

    


    (c)           No Violation or Conflict. Such
execution, delivery and performance do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to it or any of
its assets or any contractual restriction binding on or affecting it or any of
its assets;

    


    (d)           Consents.  All
governmental and other consents that are required to have been
obtained by it with respect to this Amendment have been obtained and are in full
force and effect and all conditions of any such consents have been complied
with; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (e)           Obligations
Binding.  Its obligations under this Amendment constitute
its
legal, valid and binding obligations, enforceable in accordance with its
respective terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject, as
to enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at
law)).

    


    3.           Miscellaneous.

    


    (a)           Entire
Agreement.  The Amendment and the Agreement constitute the
entire agreement and understanding of the parties with respect to its subject
matter and supersedes all oral communication and prior writings (except as other
wise provided herein) with respect thereto.

    


    (b)           Counterparts.  This
Amendment may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if signatures thereto and hereto were upon the
same instrument.

    


    (c)           Headings.  The
headings used in this Amendment are for convenience of reference only and are
not to affect the construction of or to be taken into consideration in
interpreting this Amendment.

    


    (d)           Governing Law.  This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York (without reference to choice of law doctrine).

    


    (e)           Terms. Terms used in this
Amendment, unless otherwise defined herein, shall have the meanings ascribed to
them in the Agreement.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers or authorized representatives as of the day and year first
above written.

    


    
      
        	
                BROWN
      BROTHERS HARRIMAN & CO.

              	
                UNITED
      STATES COMMODITY FUNDS LLC

              
	 
      	 
      
	
                By:       
      /s/ James R.
      Kent

              	
                By:       
      /s/ Howard
    Mah

              
	
                Name:  James
      R. Kent

              	
                Name:   Howard
      Mah

              
	
                Title:   
      Managing Director

              	
                Title:     Management
      Director

              
	
                Date:   
      October 29, 2008

              	
                Date:    
      October 31, 2008

              


      

    

    


    
      
        	 
      	
                UNITED
      STATES GASOLINE FUND, LP

              
	 
      	
                By: 
      United States Commodity Funds

              
	 
      	
                   
      LLC, as General Partner

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:       
      /s/ Howard
    Mah

              
	 
      	
                Name:  
      Howard Mah

              
	 
      	
                Title:    
      Management Director

              
	 
      	
                Date:    
      October 31, 2008

              


      

    

     

    
      
         


      

      
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