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                                                                    Exhibit 10.2

                                     FORM OF
                           UNITED STATES OIL FUND, LP
                            MARKETING AGENT AGREEMENT

MARKETING AGENT AGREEMENT (the "Agreement") made as of ________________, 2005,
by and between United States Oil Fund, LP, a Delaware limited partnership (the
"Fund"), Victoria Bay Asset Management, LLC, a Delaware limited liability
company, as General Partner of the Fund (the "General Partner") and ALPS Mutual
Fund Services, Inc., a Colorado corporation [, or its registered broker-dealer
affiliate] (the "Marketing Agent").

                              W I T N E S S E T H :

WHEREAS, the Fund is governed by the Limited Partnership Agreement dated
___________ (the "Partnership Agreement") between the General Partner and the
limited partners of the Fund;

WHEREAS, the General Partner, on behalf of the Fund, has filed with the U.S.
Securities and Exchange Commission (the "Commission" or "SEC") a registration
statement on Form S-1 (Registration No. 333-124950) and amendments thereto,
including as part thereof a prospectus, under the Securities Act of 1933, as
amended (the "1933 Act"), the forms of which have heretofore been delivered to
the Marketing Agent;

WHEREAS, as described in the Fund's prospectus (the "Prospectus") and the
authorized purchaser agreements to be entered into by the General Partner and
certain broker dealers from time to time including the agreement with Bear
Wagner Specialists, LLC dated ______________, 2005, in the form attached hereto
as Exhibit A (each such agreement, an "Authorized Purchaser Agreement"), units
of fractional undivided beneficial interest in and ownership of the limited
partnership (the "Units") may be created or redeemed by the Authorized Purchaser
in aggregations of one hundred thousand (100,000) Units (each aggregation, a
"Creation Basket" or "Redemption Basket," respectively; collectively,
"Baskets");

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

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

                                    SECTION 1
                                   DEFINITIONS

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

      "Affiliate" means, with respect to any Person, any other Person that,
directly or indirectly through one or more intermediaries, Controls, or is
Controlled by, or is under common Control with, such Person.
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      "Authorized Purchaser" means the broker-dealer who enters into an
Authorized Purchaser Agreement with the General Partner, including the initial
Authorized Purchaser, Bear Wagner Specialists, LLC.

      "Business Day" means any day that is not a Saturday, Sunday or a day on
which banking institutions in New York, New York are not required to be open or
the New York Stock Exchange, Inc. is not open for trading.

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

      "ETF" means (i) an open-ended trust, (ii) a unit investment trust, (iii) a
mutual fund, (iv) a collective investment scheme or (v) any other investment
company or pooled, collective or commingled investment vehicle that has the
following characteristics: (a) the Units, units or similar interests therein are
or will be listed and traded on an exchange or other secondary market or
crossing facility, and (b) for which creation and/or redemption of Units is
effected (1) in large aggregations (referred to as "baskets" or "blocks") only,
(2) by authorized purchasers, (3) through the transfer of the requisite amount
and composition of the underlying assets, including, without limitation, assets
such as oil or other commodities (also known as in-kind creation and
redemption).

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

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

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

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

      "Preliminary Prospectus" means the preliminary prospectus dated ______,
2005 relating to the Units and any other prospectus dated prior to effectiveness
of the Registration Statement relating to the Units.

      "Prospectus" means, except when otherwise specified, the prospectus, in
the form filed by the General Partner on behalf of the Fund with the Commission
on or before the second business day after the date hereof (or such earlier time
as may be required under the 1933 Act) or, if no such filing is required, the
form of final prospectus included in the Registration Statement at the time it
became effective.
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      "Representative" means officers, directors, employees, agents, attorneys,
accountants and financial advisors of a Person, as the case may be.

      "Registration Statement" means, except when otherwise specified, the
Fund's registration statement on Form S-1 (File No. 333-124950) filed by the
General Partner with the Commission as amended when it becomes effective under
the 1933 Act, including all documents filed as a part thereof.

                                    SECTION 2
                         REPRESENTATIONS AND WARRANTIES
                             OF THE GENERAL PARTNER

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

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

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

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

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

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

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

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

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

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

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

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

      (l)   the General Partner has all necessary licenses, authorizations,
            consents and approvals and has made all necessary filings required
            under any federal, state, local or foreign law, regulation or rule,
            and has obtained all necessary authorizations, consents and
            approvals from other persons, in order to conduct its respective
            business; the General Partner is not in violation of, or in default
            under, or has received notice of any proceedings relating to
            revocation or modification of, any such license, authorization,
            consent or approval or any federal, state, local or foreign law,
            regulation or rule or any decree, order or judgment applicable to
            the General Partner;
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      (m)   all legal or governmental proceedings, affiliate transactions,
            off-balance sheet transactions, contracts, licenses, agreements,
            leases or documents of a character required to be described in the
            Registration Statement or the Prospectus or to be filed as exhibits
            to the Registration Statement have been so described or filed as
            required;

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

      (o)   Eisner, LLC, whose report on the audited financial statements of the
            Fund is filed with the Commission as part of the Registration
            Statement and the Prospectus, are independent public accountants as
            required by the 1933 Act;

      (p)   the audited financial statement 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;

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

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

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

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

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

      (v)   on behalf of the Fund, the General Partner has established and
            maintains disclosure controls and procedures (as such term is
            defined in Rule 13a-14 and 15d-14 under the Exchange Act of 1934, as
            amended (the "Exchange Act"), giving effect to the rules and
            regulations, and SEC staff interpretations thereunder)); such
            disclosure controls and procedures are designed to ensure that
            material information relating to the Fund, is made known to the
            General Partner, and such disclosure controls and procedures are
            effective to perform the functions for which they were established;
            on behalf of the Fund, the General Partner has been advised of: (i)
            any significant deficiencies in the design or operation of internal
            controls which could adversely affect the Fund's ability to record,
            process, summarize, and report financial data; and (ii) any fraud,
            whether or not material, that involves management or other employees
            who have a
<PAGE>
            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; and to the General
            Partner's knowledge after due inquiry, there are no affiliations or
            associations between any member of the AMEX and any of the General
            Partner's officers, directors or 5% or greater securityholders,
            except as may be set forth in the Registration Statement and the
            Prospectus.

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

                                    SECTION 3
                     REPRESENTATIONS OF THE MARKETING AGENT

The Marketing Agent represents and warrants and covenants the following:

3.1. The Marketing Agent (a) is either (i) is registered as a broker-dealer
under 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; and (b) has all other necessary licenses, authorizations, consents and
approvals and has made all necessary filings required under any federal, state,
local or foreign law, regulation or rule, and has obtained all necessary
authorizations, consents and approvals from other persons, in order to conduct
its activities as contemplated by this Agreement. The Marketing Agent will
maintain any such registrations, qualifications and membership in good standing
and in full force and effect throughout the term of this Agreement. The
Marketing Agent will comply with all applicable federal laws including but not
limited to federal securities and commodities laws), the laws of the states or
other jurisdictions concerned, and the rules and regulations promulgated
thereunder, and with the Constitution, By-Laws and Conduct Rules of the NASD (if
it is a NASD member) and, to the extent applicable, the rules and regulations of
the NFA, and is solely responsible for determining the application of any such
laws or regulations in all cases at its own expense. The Marketing Agent will
not directly or indirectly offer, sell or deliver Baskets in or from any state
or jurisdiction where they may not lawfully be offered, sold and/or delivered;
<PAGE>
 3.2. If the Marketing Agent is offering or selling Units in jurisdictions
outside the several states, territories and possessions of the United States and
is not otherwise required to be registered, qualified or a member of the NASD as
set forth in Section 3.1 above, the Marketing Agent will (i) observe the
applicable laws of the jurisdiction in which such offer and/or sale is made,
(ii) comply with the full disclosure requirements of the 1933 Act, and the rules
and regulations promulgated thereunder, and (iii) conduct its business in
accordance with the spirit of the NASD Conduct Rules;

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

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

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

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

                                    SECTION 4
               EXCLUSIVE MARKETING AGENT AND STRUCTURE OF THE FUND

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

4.2 Name of the Fund; License. For the term of this Agreement, the General
Partner shall cause the name of the Fund to be "United States Oil Fund, L.P."

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

      Minimum fee of $425,000 per annum plus an incentive fee as follows:

            -     Zero basis points on Fund assets from $0 - $500 million

            -     4 basis points on Fund assets from $500 million - $4 billion

            -     3 basis points on Fund assets in excess of $4 billion
<PAGE>
The Marketing Agent will provide an annual marketing budget equal to 33% of the
incentive fee for purposes of marketing the Fund's Units. The above fees do not
include the following expenses, which will be billed back to the General
Partner: cost of placing advertisements in various periodicals; web construction
and development; or the printing and production of various marketing materials.

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

                                    SECTION 4
                        COVENANTS OF THE GENERAL PARTNER

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

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

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

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

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

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

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

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

      (h)   to advise the Marketing Agent promptly of the happening of any event
            during the term of this Agreement which could require the making of
            any change in the Prospectus then being used so that such Prospectus
            would not include an untrue statement of material fact or omit to
            state a material fact necessary to make the statements therein, in
            the light of the circumstances under which they are made, not
            misleading, and, during such time, subject to Section 4.1(d) hereof,
            to prepare and furnish, at the expense of the Fund, to the Marketing
            Agent promptly such amendments or supplements to such Prospectus as
            may be necessary to reflect any such change;

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

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

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

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

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

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

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

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

      (q)   to cause the Fund to file a post-effective amendment to the
            Registration Statement [NO LESS FREQUENTLY THAN ONCE PER CALENDAR
            QUARTER] on or about the same time that the Fund files a quarterly
            or annual report pursuant to Section 13 or 15(d) of the Exchange Act
            (including the information contained in such report), until such
            time as the Fund's reports filed pursuant to Section 13 or 15(d) of
            the Exchange Act are incorporated by reference in the Registration
            Statement.

      For the purposes of this Section 4.1, the term "Registration Statement"
shall mean the Registration Statement as amended or supplemented from time to
time to and including the date as of which the relevant representation is made,
and the term "Prospectus" shall mean the Prospectus as amended or supplemented
from time to time to and including the date as of which the relevant covenant is
made.

                                    SECTION 5
                           MARKETING PLAN DEVELOPMENT
                          AND MARKETING AGENT COVENANTS

5.1 Pre-Launch Development.

      (a)   The General Partner and the Marketing Agent or one of its Affiliates
            will develop the Fund and its marketing plan prior to the effective
            date of the Registration Statement in accordance with the provisions
            of this Section 5.1 and the marketing strategy as described in
            Exhibit C.

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

5.2 Post-Launch Activities.

      (a)   The General Partner and the Marketing Agent or one of its Affiliates
            will market the Fund and the Units on an ongoing basis after the
            Registration Statement is declared
<PAGE>
            effective and the Units have been listed on the AMEX in accordance
            with the provisions of this Section 5.2.

      (b)   Subject to necessary regulatory approvals and compliance with all
            applicable legal and regulatory requirements, the Marketing Agent
            and/or its Affiliates shall:

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

            (ii)  include oil in strategic and tactical ETF research of the
                  Marketing Agent.

      (c)   The Marketing Agent shall provide the General Partner with copies of
            all written marketing materials distributed by it and its Affiliates
            connected with the Fund.

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

5.3 Joint Reviews.

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

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

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

      (b)   Prior to each of the [MONTHLY] quarterly and annual reviews which
            will take place pursuant to this Section 5.3, the General Partner
            and the Marketing Agent will jointly prepare and circulate among the
            parties, a report covering the quarterly or annual period which is
            the subject of each review, with such report to cover such topics
            described above.

5.4 Information Provided to Marketing Agent. In performing its duties hereunder,
the Marketing Agent shall be entitled to rely on and shall not be responsible in
any way for information provided to it by the General Partner and its service
providers and shall not be liable or responsible for the errors and omissions of
such service providers, provided that the foregoing shall not be construed to
protect the Marketing Agent against any liability to the General Partner or the
Fund to which the Marketing Agent would otherwise be subject by reason of
willful
<PAGE>
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.

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

                                    SECTION 6
                                 INDEMNIFICATION

6.1 Indemnification of Marketing Agent. The General Partner agrees to indemnify,
defend and hold harmless the Marketing Agent, its partners, stockholders,
members, directors, officers and employees 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 Marketing Agent or any such person may incur under the
1933 Act, the Exchange Act, the common law or otherwise, insofar as such loss,
damage, expense, liability or claim arises out of or is based upon:

      (a)   any untrue statement or alleged untrue statement of a material fact
            contained in the Registration Statement (or in the Registration
            Statement as amended or supplement) or in a Prospectus (the term
            Prospectus for the purpose of this Section 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
            Marketing Agent furnished in writing by
<PAGE>
            or on behalf of the Marketing Agent to the General Partner expressly
            for use in such Registration Statement;

      (b)   any untrue statement or alleged untrue statement of a material fact
            or breach by the General Partner of any representation or warranty
            contained in Section 2 hereof or in any certificate delivered by the
            General Partner pursuant to paragraph (p) of Section 4.1 hereof;

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

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

      (e)   the Marketing Agent's performance of its duties under this Agreement
            except in the case of this clause (e), for any loss, damage,
            expense, liability or claim resulting from the gross negligence or
            willful misconduct of the Marketing Agent; provided, however, that
            the indemnity agreement contained in clause (a) above with respect
            to any amended Preliminary Prospectus shall not inure to the benefit
            of the Marketing Agent (or to the benefit of any person controlling
            the Marketing Agent) from whom the person asserting any such loss,
            damage, expense, liability or claim purchased the Units which is the
            subject thereof if the Prospectus corrected any such alleged untrue
            statement or omission in any case where the Marketing Agent was
            required to send or give a copy of the Prospectus to such person by
            the 1933 Act, the General Partner had notified the Marketing Agent
            of the amendment or supplement prior to the sending of the written
            confirmation of sale and the Marketing Agent failed to send or give
            a copy of the Prospectus to such person, unless the failure is the
            result of noncompliance by the General Partner with paragraph (c) of
            Section 4.1 hereof.

            In no case is the indemnity of the General Partner in favor of the
            Marketing Agent and such other persons as are specified in this
            Section 6.1 to be deemed to protect the Marketing Agent and such
            persons against any liability to the General Partner or the Fund to
            which the Marketing Agent would otherwise be subject by reason of
            willful misfeasance, bad faith or gross negligence in the
            performance of its duties or by reason of its reckless disregard of
            its obligations and duties under this Agreement.

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

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

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

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

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

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

6.3 The indemnity agreements contained in this Section 6 and the covenants,
warranties and representations of the General Partner contained in this
Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the Marketing Agent, its partners, stockholders,
members, directors, officers, employees and or any person (including each
partner, stockholder, member, director, officer or employee of such person) who
controls the Marketing Agent within the meaning of Section 15 of the 1933 Act or
Section 20 of the Exchange Act, or by or on behalf of each of the General
Partner, the Fund, their partners, stockholders, members, directors, officers,
employees or any person who controls the General Partner or the Fund within the
meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act, and
shall survive any termination of this Agreement or the initial issuance and
delivery of the Units. The General Partner and the Marketing Agent agree
promptly to notify each other of the commencement of any Proceeding against it
and, in the case of the General Partner, against any of the General Partner's
officers or directors in connection with the issuance and sale of the Units, or
in connection with the Registration Statement or the Prospectus.

                                    SECTION 7
                                    DURATION

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

                                    SECTION 8
                                 CONFIDENTIALITY

8.1 Confidentiality.

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

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

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

            (i)   is known to such party at the time of disclosure other than as
                  the result of a breach of this Section 8 by such party;

            (ii)  has been or becomes publicly known, other than as the result
                  of a breach of this Section 8 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 8 may cause
            irreparable and material loss and damage to the other party which
            cannot be adequately remedied at law and that,
<PAGE>
            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 8.

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

      (e)   Upon the termination of this Agreement, if requested in writing by
            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.

                                    SECTION 9
                                  MISCELLANEOUS

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

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

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

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

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

9.6 Severability. The parties hereto desire that the provisions of this
Agreement be enforced to the fullest extent permissible under the Law and public
policies applied in each jurisdiction in
<PAGE>
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.

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

      (a)   if to General Partner, to:

            Victoria Bay Asset Management, LLC
            c/o Nicholas D. Gerber
            P.O. Box 6919
            Moraga, CA  94570

      (b)   if to the Marketing Agent, to:

            ALPS Mutual Funds Services, Inc.
            [or its registered broker-dealer affiliate]
            1625 Broadway, Suite 2200
            Denver, CO 80202
            Attention: General Counsel

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

9.8 Governing Law; Jurisdiction.

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

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

The provisions of this Section 9.8 shall survive any termination of this
Agreement, in whole or in part.

9.9 No Partnership. Nothing in this Agreement is intended to, or will be
construed to constitute the General Partner or the Fund, on the one hand, and
the Marketing Agent 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.

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

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

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

9.13 Counterparts; Facsimile Signatures. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Facsimile counterpart
signatures to this Agreement shall be acceptable and binding.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first written above.

VICTORIA BAY ASSET MANAGEMENT, LLC

By:
    ------------------------------------
Name:
Title:

ALPS MUTUAL FUNDS SERVICES, INC.
[or its registered broker-dealer affiliate]

By:
    ------------------------------------
Name:
Title:
<PAGE>
                                    EXHIBIT A
                     FORM OF AUTHORIZED PURCHASER AGREEMENT
<PAGE>
                                    EXHIBIT B
                FORM OF SUTHERLAND, ASBILL & BRENNAN LLP OPINION

                                [TO BE PROVIDED]
<PAGE>
                                    EXHIBIT C
                              MARKETING STRATEGY OF
                        ALPS MUTUAL FUNDS SERVICES, INC.
              [OR ITS REGISTERED BROKER-DEALER AFFILIATE] ("ALPS")

ALPS agrees to carry out the following duties.

      (a)   ALPS senior management will:

            -     develop an overall strategic sales and marketing plan with the
                  national accounts manager, the Fund and the General Partner.

            -     Supervise sales related activities.

            -     Participate in field sales activities.

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

            -     Implement a tactical sales strategy.

            -     Establish home office contacts with targeted broker/dealers.

            -     Develop product education presentations.

            -     Conduct product education presentations with fee based
                  financial advisors.

            -     Attend major fee based advisor conferences.

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

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

            -     Establish regional relationships with wire houses and fee
                  based advisors.

            -     Deliver product education presentations.

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

            -     Attend major fee based advisor conferences.

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

            -     Support National Accounts Manager's and Wholesaler's field
                  activities.

            -     Telemarket to independent financial planners.

            -     Coordinate conference participation.

            -     Attend various conferences.

      (e)   ALPS will provide resources from its call center to:

            -     Place outbound follow-up calls on 100% of phone and internet
                  requests for information.
<PAGE>
            -     Receive creation/redemption calls and communicate with
                  authorized purchaser, advisor and the custodian.

            -     Transfer "hot" advisor leads to Internal Wholesaler.

            -     Support dedicated Fund toll-free line for advisors.

      (f)   ALPS will provide marketing staff to:

            -     Write, design and produce NASD approved sales and marketing
                  materials.

            -     Create NASD approved seminars and product presentations.

            -     Coordinate advisor specific advertising with advertising
                  agency.

            -     Manage marketing budget.

            -     Create and maintain website.
<PAGE>
                                    EXHIBIT D

                          UNITED STATES OIL FUND, L.P.
                              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 Oil Fund, L.P. Marketing Agent Agreement
(the "Agreement"), dated as of ___________, 2005, by and between the General
Partner and ALPS Mutual Funds Services, Inc. [or its registered broker-dealer
affiliate] ("Marketing Agent") hereby certifies that:

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

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

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

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

      (d) the General Partner is duly qualified and is in good standing in each
jurisdiction where the conduct of its business requires such qualification; and
the Fund is not required to so qualify in any jurisdiction;
<PAGE>
      (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 Baskets to the Authorized Purchaser hereunder or the consummation by the
General Partner or the Fund of the transactions contemplated hereunder other
than registration of the Units under the 1933 Act, which has been effected, and
any necessary qualification under the securities or blue sky laws of the various
jurisdictions in which the Units are being offered;

      (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

                                       2
<PAGE>
shares or interests in the Registration Statement or the offering contemplated
thereby, whether as a result of the filing or effectiveness of the Registration
Statement or the sale of the Units as contemplated thereby or otherwise;

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

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

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

      (n) Eisner, 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, or any development involving a prospective material
adverse change affecting the General Partner or the Fund, (ii) any transaction
which is material to the General Partner or the Fund taken as a whole, (iii) any
obligation, direct or contingent (including any off-balance sheet obligations),
incurred by the General Partner or the Fund, which is material to the Fund, (iv)
any change in the Units purchased by the Authorized Purchaser or outstanding
indebtedness of the General Partner or the Fund or (v) any dividend or
distribution of any kind declared, paid or made on such Units;

                                       3
<PAGE>
      (q) the Fund is not and, after giving effect to the offering and sale of
the Units, will not be an "investment company" or an entity "controlled" by an
"investment company," as such terms are defined in the Investment Company Act;

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

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

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

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

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

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

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

      (s) all tax returns required to be filed by the General Partner have been
filed, and all taxes and other assessments of a similar nature (whether imposed
directly or through withholding) including any interest, additions to tax or
penalties applicable thereto due or

                                       4
<PAGE>
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 [______], 2005 relating to the Units and any other prospectus dated prior
to effectiveness of the Registration Statement relating to the Units, and the
term "Prospectus" shall mean the Prospectus as amended or supplemented from time
to time to the date hereof.

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

IN WITNESS WHEREOF, I have hereunto, on behalf of the General Partner,
subscribed my name this ___ day of ________, 2005.

                                       5
<PAGE>
                                        By:
                                           _____________________________________
                                           Name:
                                           Title:

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

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

                                        By:
                                           _____________________________________
                                           Name:
                                           Title:

                                       6