Exhibit
      10.1

     

    
 

    UNITED
      STATES NATURAL GAS FUND, LP

    


    SECOND
      AMENDED AND RESTATED 

    AGREEMENT
      OF LIMITED PARTNERSHIP 

    


    This
      Second Amended and Restated Agreement of Limited Partnership (this “Agreement”)
      executed on December 4, 2007, is entered into by and among Victoria Bay Asset
      Management, LLC, a Delaware limited liability company, as General Partner,
      Wainwright Holdings, Inc., a Delaware corporation, as the Organizational Limited
      Partner, and Kellogg Capital Group, LLC as a Limited Partner, together with
      any
      Persons who shall hereafter be admitted as Partners in accordance with this
      Agreement.

    


    WHEREAS,
      the General Partner, Wainwright Holdings, Inc., a Delaware corporation, as
      the
      Organizational Limited Partner, and the Initial Limited Partner are parties
      to
      that certain amended and restated agreement of limited partnership executed
      on
      April 17, 2007 (the “LP
      Agreement”),
      regarding the operation of the Partnership and their rights and obligations
      thereunder and pursuant to which the Organizational Limited Partner withdrew
      from the Partnership; 

    


    WHEREAS,
      the General Partner and the Initial Limited Partner now desire to amend and
      restate the LP Agreement regarding the operation of the Partnership;


    


    NOW
      THEREFORE, in consideration of the mutual promises and agreements herein made,
      the Partners, intending to be legally bound, hereby agree to amend and restate
      the LP Agreement in its entirety as follows:

    


    ARTICLE
      1

    


    Definitions

    


    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

    


    1.1
      “Accounting
      Period”
      shall
      mean the following periods: the initial accounting period which shall commence
      upon the commencement of operations of the Partnership. Each subsequent
      Accounting Period shall commence immediately after the close of the preceding
      Accounting Period. Each Accounting Period hereunder shall close on the earliest
      of (i) the last Business Day of a month, (ii) the effective date of dissolution
      of the Partnership, and (iii) such other day or days in addition thereto or
      in
      substitution therefore as may from time to time be determined by the General
      Partner in its discretion either in any particular case or
      generally.

    


    1.2
      “Act”
      shall
      mean the Revised Uniform Limited Partnership Act of the State of Delaware,
      as
      amended from time to time.

    


    1.3
      “Additional
      Limited Partner”
      shall
      mean a Person admitted to the Partnership as a Limited Partner pursuant to
      this
      Agreement and who is shown as such on the books and records of the
      Partnership.

    


    1.4
      “Affiliate”
      shall
      mean, when used with reference to a specified Person, (i) any Person who
      directly or indirectly through one or more intermediaries controls or is
      controlled by or is under common control with the specified Person or (ii)
      any
      Person that is an officer of, partner in, or trustee of, or serves in a similar
      capacity with respect to, the specified Person or of which the specified Person
      is an officer, partner or trustee, or with respect to which the specified Person
      serves in a similar capacity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.5
      “Assignee”
      shall
      mean a Record Holder that has not been admitted to the Partnership as a
      Substituted Limited Partner.

    


    1.6
      “Agreement”
      shall
      mean this Second Amended and Restated Agreement of Limited Partnership as may
      be
      amended, modified, supplemented or restated from time to time.

    


    1.7
      “Authorized
      Purchaser Agreement”
      shall
      mean an agreement among the Partnership, the General Partner and a Participant,
      as may be amended or supplemented from time to time in accordance with its
      terms.

    


    1.8
      “Business
      Day”
      shall
      mean any day other than a day on which the American Stock Exchange, the New
      York
      Mercantile Exchange or the New York Stock Exchange is closed for regular
      trading.

    


    1.9
      “Beneficial
      Owner”
      shall
      mean the ultimate beneficial owner of Units held by a nominee which has
      furnished the identity of the Beneficial Owner in accordance with Section
      6031(c) of the Code (or any other method acceptable to the General Partner
      in
      its sole discretion) and with Section 9.2.2 of this Agreement.

    


    1.10
      “Capital
      Account”
      shall
      have the meaning assigned to such term in Section 4.1.

    


    1.11
      “Capital
      Contribution”
      shall
      mean the total amount of money or agreed-upon value of property contributed
      to
      the Partnership by all the Partners or any class of Partners or any one Partner,
      as the case may be (or the predecessor holders of the interests of such Partner
      or Partners).

    


    1.12
      “Capital
      Transaction”
      shall
      mean a sale of all or substantially all of the assets of the Partnership not
      in
      the ordinary course of business.

    


    1.13
      “Certificate”
      shall
      mean a certificate issued by the Partnership evidencing ownership of one or
      more
      Units.

    


    1.14
      “Close
      of Business”
      shall
      mean 5:00 PM New York time.

    


    1.15
      “Creation
      Basket”
      shall
      mean 100,000 Units, or such other number of Units as may be determined by the
      General Partner from time to time, purchased by a Participant.

    


    1.16
      “Code”
      shall
      mean the Internal Revenue Code of 1986, as amended.

    


    1.17
      “Departing
      Partner”
      shall
      mean a former General Partner, from and after the effective date of any
      withdrawal or removal of such former General Partner.

    


    1.18
      “Depository”
      or
“DTC”
      shall
      mean The Depository Trust Company, New York, New York, or such other depository
      of Units as may be selected by the General Partner as specified
      herein.

    


    1.19
      “Depository
      Agreement”
      shall
      mean the Letter of Representations from the General Partner to the Depository,
      dated as of April 17, 2007, as may be amended or supplemented from time to
      time.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.20
      “Distributable
      Cash”
      shall
      mean, with respect to any period, all cash revenues of the Partnership (not
      including (i) Capital Contributions, (ii) funds received by the Partnership
      in
      respect of indebtedness incurred by the Partnership, (iii) interest or other
      income earned on temporary investments of Partnership funds pending utilization,
      and (iv) proceeds from any Capital Transaction), less the sum of the following:
      (x) all amounts expended by the Partnership pursuant to this Agreement in such
      period and (y) such working capital or reserves or other amounts as the General
      Partner reasonably deems to be necessary or appropriate for the proper operation
      of the Partnership’s business or its winding up and liquidation. The General
      Partner in its sole discretion may from time to time declare other funds of
      the
      Partnership to be Distributable Cash.

    


    1.21
      “DTC
      Participants”
      shall
      have the meaning assigned to such term in Section 9.2.2.

    


    1.22
      “General
      Partner”
      shall
      mean Victoria Bay Asset Management, LLC, a Delaware limited liability company,
      or any Person who, at the time of reference thereto, serves as a general partner
      of the Partnership.

    


    1.23
      “Global
      Certificates”
      shall
      mean the global certificate or certificates issued to the Depository as provided
      in the Depository Agreement, each of which shall be in substantially the form
      attached hereto as Exhibit B.

    


    1.24
      “Indirect
      Participants”
      shall
      have the meaning assigned to such term in Section 9.2.2.

    


    1.25
      “Initial
      Limited Partner”
      shall
      have the meaning assigned to such term in Section 3.3.

    


    1.26 “Initial
      Offering Period”
      shall
      mean the period commencing with the initial effective date of the Prospectus
      and
      terminating no later than the ninetieth (90th) day following such date unless
      extended for up to an additional 90 days at the sole discretion of the General
      Partner.

    


    1.27
      “Limited
      Partner”
      shall
      mean any Person who is a limited partner (whether the Initial Limited Partner,
      a
      Limited Partner admitted pursuant to this Agreement or an assignee who is
      admitted as a Limited Partner) at the time of reference thereto, in such
      Person’s capacity as a limited partner of the Partnership.

    


    1.28
      “Management
      Fee”
      shall
      mean the management fee paid to the General Partner pursuant to this
      Agreement.

    


    1.29
      “Net
      Asset Value”
      or
“NAV”
      shall
      mean the current market value of the Partnership’s total assets, less any
      liabilities, as reasonably determined by the General Partner or its
      designee.

    


    1.30
      “Opinion
      of Counsel”
      shall
      mean a written opinion of counsel (who may be regular counsel to the Partnership
      or the General Partner) acceptable to the General Partner.

    


    1.31
      “Organizational
      Limited Partner”
      shall
      mean Wainwright Holdings, Inc., a Delaware corporation, in its capacity as
      the
      organizational limited partner of the Partnership.

    


    1.32
      “Outstanding”
      shall
      mean, with respect to the Units or other Partnership Securities, as the case
      may
      be, all Units or other Partnership Securities that are issued by the Partnership
      and reflected as outstanding on the Partnership’s books and records as of the
      date of determination.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.33
      “Participant”
      shall
      mean a Person that is a DTC Participant and has entered into an Authorized
      Purchaser Agreement which, at the relevant time, is in full force and
      effect.

    


    1.34
      “Partner”
      shall
      mean the General Partner or any Limited Partner. “Partners”
      shall
      mean the General Partner and all Limited Partners (unless otherwise
      indicated).

    


    1.35
      “Partnership”
      shall
      mean the limited partnership hereby formed, as such limited partnership may
      from
      time to time be constituted.

    


    1.36
      “Partnership
      Securities”
      shall
      mean any additional Units, options, rights, warrants or appreciation rights
      relating thereto, or any other type of equity security that the Partnership
      may
      lawfully issue, any unsecured or secured debt obligations of the Partnership
      or
      debt obligations of the Partnership convertible into any class or series of
      equity securities of the Partnership.

    


    1.37
      “Person”
      shall
      mean any natural person, partnership, limited partnership, limited liability
      company, trust, estate, corporation, association, custodian, nominee or any
      other individual or entity in its own or any representative
      capacity.

    


    1.38
      “Profit
      or Loss”
      with
      respect to any Accounting Period shall mean the excess (if any) of:

    


    (a)
      the
      Net Asset Value as of the Valuation Time on the Valuation Date,
      less

    


    (b)
      the
      Net Asset Value as of the Valuation Time on the Valuation Date immediately
      preceding the commencement of such Accounting Period,

    


    adjusted
      as deemed appropriate by the General Partner to reflect any Capital
      Contributions, redemptions, withdrawals, distributions, or other events
      occurring or accounted for during such Accounting Period (including any
      allocation of Profit or Loss to a redeeming partner pursuant to Article 4.3.2
      with respect to such Accounting Period).

    


    If
      the
      amount determined pursuant to the preceding sentence is a positive number,
      such
      amount shall be the “Profit”
      for the
      Accounting Period and if such amount is a negative number, such amount shall
      be
      the “Loss”
      for the
      Accounting Period.

    


    1.39
      “Prospectus”
      shall
      mean the United States Natural Gas Fund, LP prospectus, dated April 17, 2007,
      as
      the same may have been amended or supplemented, used in connection with the
      offer and sale of Units in the Partnership.

    


    1.40
      “Record
      Date”
      shall
      mean the date established by the General Partner for determining (a) the
      identity of Limited Partners (or Assignees if applicable) entitled to notice
      of,
      or to vote at any meeting of Limited Partners or entitled to vote by ballot
      or
      give approval of any Partnership action in writing without a meeting or entitled
      to exercise rights in respect of any action of Limited Partners or (b) the
      identity of Record Holders entitled to receive any report or
      distribution.

    


    1.41
      “Record
      Holder”
      shall
      mean the Person in whose name such Unit is registered on the books of the
      Transfer Agent as of the open of business on a particular Business
      Day.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    1.42
      “Redeemable
      Units”
      shall
      mean any Units for which a redemption notice has been given.

    


    1.43
      “Redemption
      Basket”
      shall
      mean 100,000 Units or such other number of Units as may be determined by the
      General Partner from time to time, redeemed by a Participant.

    


    1.44
      “Revolving
      Credit Facility”
      shall
      mean a revolving credit facility that the Partnership may enter into on behalf
      of the Partnership with one or more commercial banks or other lenders for
      liquidity or other purposes for the benefit of the Partnership.

    


    1.45
      “Substituted
      Limited Partner”
      shall
      mean a Person who is admitted as a Limited Partner to the Partnership pursuant
      to Article 11.2 in place of and with all the rights of a Limited Partner and
      who
      is shown as a Limited Partner on the books and records of the
      Partnership.

    


    1.46
      “Tax
      Certificate”
      shall
      mean an Internal Revenue Service Form W-9 (or the substantial equivalent
      thereof) in the case of a Limited Partner that is a U.S. person within the
      meaning of the Code, or an Internal Revenue Service Form W-8BEN or other
      applicable form in the case of a Limited Partner that is not a U.S.
      person.

    


    1.47
      “Transfer
      Agent”
      shall
      mean Brown Brothers Harriman & Co. or such bank, trust company or other
      Person (including, without limitation, the General Partner or one of its
      Affiliates) as shall be appointed from time to time by the Partnership to act
      as
      registrar and transfer agent for the Units or any applicable Partnership
      Securities.

    


    1.48
      “Transfer
      Application”
      shall
      mean an application and agreement for transfer of Units, which shall be
      substantially in the form attached hereto as Exhibit D.

    


    1.49
      “Unit”
      shall
      mean an interest of a Limited Partner or an assignee of the Partnership
      representing such fractional part of the interests of all Limited Partners
      and
      assignees as shall be determined by the General Partner pursuant to this
      Agreement.

    


    1.50
      “Unit
      Register”
      shall
      have the meaning assigned to such term in Article 9.2.1.

    


    1.51  “Unitholders”
      shall
      mean the General Partner and all holders of Units, where no distinction is
      required by the context in which the term is used.

    


    1.52
      “Valuation
      Date”
      shall
      mean the last Business Day of any Accounting Period.

    


    1.53
      “Valuation
      Time”
      shall
      mean (i) Close of Business on a Valuation Date or (ii) such other time or day
      as
      the General Partner in its discretion may determine from time to time either
      in
      any particular case or generally.

    


    ARTICLE
      2

    


    General
      Provisions

    


    2.1
      This
      Agreement shall become effective on the date set forth in the preamble of this
      Agreement. The rights and liabilities of the Partners shall be as set forth
      in
      the Act, except as herein otherwise expressly provided. The Partnership shall
      continue without interruption as a limited partnership pursuant to the
      provisions of the Act.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    2.2
      The
      name of the Partnership shall be United States Natural Gas Fund, LP; however,
      the business of the Partnership may be conducted, upon compliance with all
      applicable laws, under any other name designated in writing by the General
      Partner to the Limited Partners.

    


    2.3
      The
      Partnership’s principal place of business shall be located at 1320 Harbor Bay
      Parkway, Suite 145, Alameda, California 94502 or such other place as the General
      Partner may designate from time to time. The registered agent for the
      Partnership is Corporation Service Company and the registered office is located
      at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of
      New
      Castle. The Partnership may maintain such other offices at such other places
      as
      the General Partner deems advisable.

    


    2.4
      The
      investment objective of the Partnership is for changes in percentage terms
      of
      the Units’ NAV to reflect the changes in percentage terms of the spot price of
      natural gas delivered at the Henry Hub in Louisiana, as measured by the
“Benchmark Futures Contract, less the Partnership’s expenses. It is not the
      intent of the Partnership to be operated in such a fashion such that its NAV
      will equal, in dollar terms, the dollar price of spot natural gas or any
      particular futures contract based on natural gas. The Partnership will invest
      in
      futures contracts for natural gas, other types of natural gas, heating oil,
      gasoline, oil and other petroleum based fuels that are traded on the New York
      Mercantile Exchange, ICE Futures or other U.S. and foreign exchanges
      (collectively, “
      Natural Gas Futures Contracts”)
      and
      other natural gas interests such as cash-settled options on Natural Gas Futures
      Contracts, forward contracts for natural gas, oil, and over-the-counter
      transactions that are based on the price of natural gas, other petroleum-based
      fuels, Natural Gas Futures Contracts and indices based on the foregoing
      .

    


    2.5
      The
      term of the Partnership shall be from the date of its formation in perpetuity,
      unless earlier terminated in accordance with the terms of this
      Agreement.

    


    2.6
      The
      General Partner shall execute, file and publish all such certificates, notices,
      statements or other instruments required by law for the formation or operation
      of a limited partnership in all jurisdictions where the Partnership may elect
      to
      do business. The General Partner shall not be required to deliver or mail to
      the
      Limited Partners a copy of the certificate of limited partnership of the
      Partnership or any certificate of amendment thereto.

    


    2.7
      The
      Partnership shall be empowered to do any and all acts and things necessary,
      appropriate, proper, advisable, incidental to or convenient for the furtherance
      and accomplishment of the purposes, business, protection and benefit of the
      Partnership.

    


    2.8
      The
      business and affairs of the Partnership shall be managed by the General Partner
      in accordance with Article 7 hereof. The General Partner has seven directors,
      a
      majority of whom may also be executive officers of the General Partner. The
      General Partner shall establish and maintain an audit committee of its board
      of
      directors for the Partnership (the “Audit
      Committee”)
      in
      compliance with, and granted the requisite authority and funding pursuant to,
      any applicable (1) federal securities laws and regulations, including the
      Sarbanes-Oxley Act of 2002, and (2) rules, policies and procedures of any
      national securities exchange on which the securities issued by the Partnership
      are listed and traded.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      3

    


    Partners
      and Capital Contributions

    


    3.1
      General
      Partner. 

    


    3.1.1
      The
      name of the General Partner is Victoria Bay Asset Management, LLC, which
      maintains its principal business office at 1320 Harbor Bay Parkway, Suite 145,
      Alameda, California 94502.

     

    3.1.2
      In
      consideration of management and administrative services rendered by the General
      Partner, the Partnership shall pay the Management Fee to the General Partner
      (or
      such other person or entity designated by the General Partner) including the
      payment of expenses in the ordinary course of business. Expenses
      in the “ordinary course of business” shall not include the payment of (i)
      brokerage fees, (ii) licensing fees for the use of intellectual property used
      by
      the Partnership, or (iii) registration or other fees paid to the Securities
      and
      Exchange Commission (“SEC”), the Financial Industry Regulatory Authority
      (“FINRA”), or any other regulatory agency in connection with the offer and sale
      of the Units and all legal, accounting, printing and other expenses
      associated therewith; provided, however, that the fees and expenses incurred
      under (iii) in connection with the initial public offering of the Units shall
      be
      paid by the General Partner. The Partnership also pays (i) the fees and
      expenses, including directors and officers’ liability insurance, of the
      independent directors, and (ii) the fees and expenses associated with its tax
      accounting and reporting requirements with the exception of any fees for
      implementation of services and base service fees charged by the accounting
      firm
      responsible for preparing the Partnership’s tax reporting forms, as such fees
      will be paid by the General Partner. Fees and expenses, including the Management
      Fee, are calculated on a daily basis and paid on a monthly basis (accrued at
      1/365 of applicable percentage of NAV on that day). The initial Management
      Fee
      shall be set forth on Exhibit A attached hereto, as may be amended from time
      to
      time. The General Partner may, in its sole discretion, waive all or part of
      the
      Management Fee. The Partnership shall be responsible for all extraordinary
      expenses (i.e., expenses not in the ordinary course of business, including,
      without limitation, the items listed above in this Section 3.1.2, the
      indemnification of any Person against liabilities and obligations to the extent
      permitted by law and required under this Agreement and the bringing and
      defending of actions at law or in equity and otherwise engaging in the conduct
      of litigation and the incurring of legal expense and the settlement of claims
      and litigation).

     

    3.1.3
      In
      connection with the formation of the Partnership under the Act, the General
      Partner acquired a 2% interest in the profits and losses of the Partnership
      and
      made an initial capital contribution to the Partnership in the amount of $20.00,
      and the Organizational Limited Partner acquired a 98% interest in the profits
      and losses of the Partnership and made an initial capital contribution to the
      Partnership in the amount of $980.00. As of the date of the initial offering
      of
      Units to the public, the interest of the Organizational Limited Partner and
      the
      General Partner was redeemed, the initial capital contribution of the
      Organizational Limited Partner and the General Partner was refunded, and the
      Organizational Limited Partner thereupon withdrew and ceased to be a Limited
      Partner. Ninety-eight percent of any interest or other profit that may have
      resulted from the investment or other use of such initial capital contribution
      was allocated and distributed to the Organizational Limited Partner, and the
      balance thereof was allocated and distributed to the General Partner.
The
      General Partner may but shall not be required to make Capital Contributions
      to
      the Partnership on or after the date hereof. If the General Partner does make
      a
      Capital Contribution to the Partnership on or after the date hereof, it shall
      be
      issued Units based on the same terms and conditions applicable to the purchase
      of a Creation Basket under Article 16 hereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    3.1.4
      The
      General Partner may not, without written approval by all of the Limited Partners
      or by other written instrument executed and delivered by all of the Limited
      Partners subsequent to the date of this Agreement, take any action in
      contravention of this Agreement, including, without limitation, (i) any act
      that
      would make it impossible to carry on the ordinary business of the Partnership,
      except as otherwise provided in this Agreement; (ii) possess Partnership
      property, or assign any rights in specific Partnership property, for other
      than
      a Partnership purpose; (iii) admit a Person as a Partner, except as otherwise
      provided in this Agreement; (iv) amend this Agreement in any manner, except
      as
      otherwise provided in this Agreement or under applicable law; or (v) transfer
      its interest as general partner of the Partnership, except as otherwise provided
      in this Agreement.

    


    3.1.5
      Except as otherwise provided herein, the General Partner may not sell, exchange
      or otherwise dispose of all or substantially all of the Partnership’s assets in
      a single transaction or a series of related transactions (including by way
      of
      merger, consolidation or other combination with any other Person) or approve
      on
      behalf of the Partnership the sale, exchange or other disposition of all or
      substantially all of the assets of the Partnership, taken as a whole, without
      the approval of at least a majority of the Limited Partners; provided, however,
      that this provision shall not preclude or limit the General Partner’s ability to
      mortgage, pledge, hypothecate or grant a security interest in all or
      substantially all of the Partnership’s assets and shall not apply to any forced
      sale of any or all of the Partnership’s assets pursuant to the foreclosure of,
      or other realization upon, any such encumbrance.

    


    3.1.6
      Unless approved by a majority of the Limited Partners, the General Partner
      shall
      not take any action or refuse to take any reasonable action the effect of which,
      if taken or not taken, as the case may be, would be to cause the Partnership,
      to
      the extent it would materially and adversely affect the Limited Partners, to
      be
      taxable as a corporation for federal income tax purposes.

    


    3.1.7
      Notwithstanding any other provision of this Agreement, the General Partner
      is
      not authorized to institute or initiate on behalf of, or otherwise cause the
      Partnership to:

    


    (a) make
      a
      general assignment for the benefit of creditors; 

    


    (b) file
      a
      voluntary bankruptcy petition; or 

    


    (c) file
      a
      petition seeking for the Partnership a reorganization, arrangement, composition,
      readjustment liquidation, dissolution or similar relief under any
      law.

    


    3.2
      Issuance
      of Units.
      Units in
      the Partnership will only be issued in a Creation Basket or whole number
      multiples thereof.

    


    3.3
      Initial
      Limited Partner.
      The name
      of the Initial Limited Partner is Kellogg Capital Group, LLC (“Initial
      Limited Partner”).
      The
      business address and Capital Contribution of the Initial Limited Partner are
      55
      Broadway New York, NY 10006. The Initial Limited Partner shall purchase the
      initial Creation Basket at an initial offering price per Unit equal to the
      closing price of near-month Natural Gas Futures Contracts as listed on the
      New
      York Mercantile Exchange on the last Business Day prior to the effective date
      of
      the registration statement relating to the Prospectus.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    3.4
      Capital
      Contribution.
      Except
      as otherwise provided in this Agreement, no Partner shall have any right to
      demand or receive the return of its Capital Contribution to the Partnership.
      No
      Partner shall be entitled to interest on any Capital Contribution to the
      Partnership or on such Partner’s Capital Account.

    


    ARTICLE
      4

    


    Capital
      Accounts of Partners and Operation Thereof

    


    4.1
      Capital
      Accounts.
      There
      shall be established on the books and records of the Partnership for each
      Partner (or Beneficial Owner in the case of Units held by a nominee) a capital
      account (a “Capital
      Account”).
      It is
      intended that each Partner’s Capital Account shall be maintained at all times in
      a manner consistent with Section 704 of the Code and applicable Treasury
      regulations thereunder, and that the provisions hereof relating to the Capital
      Accounts shall be interpreted in a manner consistent therewith. For each
      Accounting Period, the Capital Account of each Partner shall be:

    


    (i)
      credited with the amount of any Capital Contributions made by such Partner
      during such Accounting Period;

    


    (ii)
      credited with any allocation of Profit made to such Partner for such Accounting
      Period;

    


    (iii)
      debited with any allocation of Loss made to such Partners for such Accounting
      Period; and

    


    (iv)
      debited with the amount of cash paid to such Partner as an amount withdrawn
      or
      distributed to such Partner during such Accounting Period, or, in the case
      of
      any payment of a withdrawal or distribution in kind, the fair value of the
      property paid or distributed during such Accounting Period.

    


    4.1.1
      For
      any Accounting Period in which Units are issued or redeemed for cash or other
      property, the General Partner shall, in accordance with Treasury Regulation
      Section 1.704-1(b)(2)(iv)(f), adjust the Capital Accounts of all Partners and
      the carrying value of each Partnership asset upward or downward to reflect
      any
      unrealized gain or unrealized loss attributable to each such Partnership asset,
      as if such unrealized gain or unrealized loss had been recognized on an actual
      sale of the asset and had been allocated to the Partners at such time pursuant
      to Article 4.2 of this Agreement in the same manner as any item of gain or
      loss
      actually recognized during such period would have been allocated.

    


    4.1.2
      To
      the extent an adjustment to the adjusted tax basis of any Partnership asset
      pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to
      Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account
      in
      determining Capital Accounts, the amount of such adjustment to the Capital
      Accounts shall be treated as an item of gain (if the adjustment increases the
      basis of the asset) or loss (if the adjustment decreases such basis), and such
      item of gain or loss shall be specially allocated to the Partners in a manner
      consistent with the manner in which their Capital Accounts are required to
      be
      adjusted pursuant to such Section of the Treasury regulations.

    


    4.2
      Allocation
      of Profit or Loss.
      Profit
      or Loss for an Accounting Period shall be allocated among the Partners in
      proportion to the number of Units each Partner holds as of the Close of Business
      on the last Business Day of such Accounting Period. The General Partner may
      revise, alter or otherwise modify this method of allocation to the extent it
      deems necessary to comply with the requirements of Section 704 or Section 706
      of
      the Code and Treasury regulations or administrative rulings
      thereunder.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    4.3
      Allocations
      for Tax Purposes 

    


    4.3.1
      Except as otherwise provided in this Agreement, for each fiscal year of the
      Partnership, items of income, deduction, gain, loss, and credit recognized
      by
      the Partnership for federal income tax purposes shall be allocated among the
      Partners in a manner that equitably reflects the amounts credited or debited
      to
      each Partner’s Capital Account for each Accounting Period during such fiscal
      year. Allocations under this Article 4.3 shall be made by the General Partner
      in
      accordance with the principles of Sections 704(b) and 704(c) of the Code and
      in
      conformity with applicable Treasury regulations promulgated thereunder
      (including, without limitation, Treasury regulations Sections
      1.704-1(b)(2)(iv)(f), 1.704-1(b)(4)(i), and 1.704-3(e)).

    


    4.3.2
      Notwithstanding anything else contained in this Article 4, if any Partner has
      a
      deficit Capital Account for any Accounting Period as a result of any adjustment
      of the type described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(5)
      or
      1.704-1(b)(2)(ii)(d)(6), then the Partnership’s income and gain shall be
      specially allocated to such Partner in an amount and manner sufficient to
      eliminate such deficit as quickly as possible. Any special allocation of items
      of income or gain pursuant to this Article 4.3.2 shall be taken into account
      in
      computing subsequent allocations pursuant to this Article 4 so that the
      cumulative net amount of all items allocated to each Partner shall, to the
      extent possible, be equal to the amount that would have been allocated to such
      Partner if there had never been any allocation pursuant to the first sentence
      of
      this Article 4.3.2.

    


    4.3.3
      Allocations that would otherwise be made to a Limited Partner under the
      provisions of this Article 4 shall instead be made to the Beneficial Owner
      of
      Units held by a nominee.

    


    4.4
      Compliance.
      In
      applying the provisions of this Article 4, the General Partner is authorized
      to
      utilize such reasonable accounting conventions, valuation methods and
      assumptions as the General Partner shall determine to be appropriate and in
      compliance with the Code and applicable Treasury regulations. The General
      Partner may amend the provisions of this Agreement to the extent it determines
      to be necessary to comply with the Code and Treasury regulations.

    


    ARTICLE
      5

    


    Records
      and Accounting; Reports

    


    5.1
      Records
      and Accounting.
      The
      Partnership will keep proper books of record and account of the Partnership
      at
      its office located in 1320 Harbor Bay Parkway, Suite 145, Alameda, California
      94502 or such office, including that of an administrative agent, as it may
      subsequently designate upon notice to the Limited Partners. These books and
      records are open to inspection by any person who establishes to the
      Partnership’s satisfaction that such person is a Limited Partner upon reasonable
      advance notice at all reasonable times during the usual business hours of the
      Partnership.

    


    5.2
      Annual
      Reports.
      Within
      90 days after the end of each fiscal year, the General Partner shall cause
      to be
      delivered to each Person who was a Partner at any time during the fiscal year,
      an annual report containing the following:

    


    (i)
      financial statements of the Partnership, including, without limitation, a
      balance sheet as of the end of the Partnership’s fiscal year and statements of
      income, Partners’ equity and changes in financial position, for such fiscal
      year, which shall be prepared in accordance with generally accepted accounting
      principles consistently applied and shall be audited by a firm of independent
      certified public accountants registered with the Public Company Accounting
      Oversight Board,

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (ii)
      a
      general description of the activities of the Partnership during the period
      covered by the report, and

    


    (iii)
      a
      report of any material transactions between the Partnership and the General
      Partner or any of its Affiliates, including fees or compensation paid by the
      Partnership and the services performed by the General Partner or any such
      Affiliate for such fees or compensation.

    


    5.3
      Quarterly
      Reports.
      Within
      45 days after the end of each quarter of each fiscal year, the General Partner
      shall cause to be delivered to each Person who was a Partner at any time during
      the quarter then ended, a quarterly report containing a balance sheet and
      statement of income for the period covered by the report, each of which may
      be
      unaudited but shall be certified by the General Partner as fairly presenting
      the
      financial position and results of operations of the Partnership during the
      period covered by the report. The report shall also contain a description of
      any
      material event regarding the business of the Partnership during the period
      covered by the report.

    


    5.4
      Monthly
      Reports.
      Within
      30 days after the end of each month, the General Partner shall cause to be
      delivered to each Person who was a Partner at any time during the month then
      ended, a monthly report containing an account statement, which will include
      a
      statement of income (or loss) and a statement of changes in NAV, for the
      prescribed period. In addition, the account statement will disclose any material
      business dealings between the Partnership, General Partner, commodity trading
      advisor (if any), futures commission merchant, or the principals thereof that
      previously have not been disclosed in the Partnership’s Prospectus or any
      amendment thereto, other account statements or annual reports.

    


    5.5
      Tax
      Information.
      The
      General Partner shall use its best efforts to prepare and to transmit a U.S.
      federal income tax form K-1 for each Partner, Assignee, or Beneficial Owner
      or a
      report setting forth in sufficient detail such transactions effected by the
      Partnership during each fiscal year as shall enable each Partner, Assignee,
      or
      Beneficial Owner to prepare its U.S. federal income tax return, if any, within
      a
      reasonable period after the end of such fiscal year.

    


    5.6
      Tax
      Returns.
      The
      General Partner shall cause income tax returns of the Partnership to be prepared
      and timely filed with the appropriate authorities.

    


    5.7
      Tax
      Matters Partner.
      The
      General Partner is hereby designated as the Partnership’s “Tax
      Matters Partner,”
      as
      defined under Section 6231(a)(7) of the Code. The General Partner is
      specifically directed and authorized to take whatever steps the General Partner,
      in its discretion, deems necessary or desirable to perfect such designation,
      including filing any forms or documents with the U.S. Internal Revenue Service
      and taking such other action as may from time to time be required under U.S.
      Treasury regulations. Any Partner shall have the right to participate in any
      administrative proceedings relating to the determination of Partnership items
      at
      the Partnership level. Expenses of such administrative proceedings undertaken
      by
      the Tax Matters Partner shall be expenses of the Partnership. Each Partner
      who
      elects to participate in such proceedings shall be responsible for any expenses
      incurred by such Partner in connection with such participation. The cost of
      any
      resulting audits or adjustments of a Partner’s tax return shall be borne solely
      by the affected Partner. In the event of any audit, investigation, settlement
      or
      review, for which the General Partner is carrying out the responsibilities
      of
      Tax Matters Partner, the General Partner shall keep the Partners reasonably
      apprised of the status and course of such audit, investigation, settlement
      or
      review and shall forward copies of all written communications from or to any
      regulatory, investigative or judicial authority with regard
      thereto.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6

    


    Fiscal
      Affairs

    


    6.1
      Fiscal
      Year.
      The
      fiscal year of the Partnership shall be the calendar year. The General Partner
      may select an alternate fiscal year.

    


    6.2
      Partnership
      Funds.
      Pending
      application or distribution, the funds of the Partnership shall be deposited
      in
      such bank account or accounts, or invested in such interest-bearing or
      non-interest bearing investment, including, without limitation, checking and
      savings accounts, certificates of deposit and time or demand deposits in
      commercial banks, U.S. government securities and securities guaranteed by U.S.
      government agencies as shall be designed by the General Partner. Such funds
      shall not be commingled with funds of any other Person. Withdrawals therefrom
      shall be made upon such signatures as the General Partner may
      designate.

    


    6.3
      Accounting
      Decisions.
      All
      decisions as to accounting principles, except as specifically provided to the
      contrary herein, shall be made by the General Partner.

    


    6.4
      Tax
      Elections.
      The
      General Partner shall, from time to time, make such tax elections as it deems
      necessary or desirable in its sole discretion to carry out the business of
      the
      Partnership or the purposes of this Agreement. Notwithstanding the foregoing,
      the General Partner shall make a timely election under Section 754 of the
      Code.

    


    6.5
      Partnership
      Interests.
      Title to
      the Partnership assets shall be deemed to be owned by the Partnership as an
      entity, and no Partner or Assignee, individually or collectively, shall have
      any
      ownership interest in such Partnership assets or any portion thereof. Title
      to
      any or all of the Partnership assets may be held in the name of the Partnership,
      the General Partner or one or more nominees, as the General Partner may
      determine. The General Partner hereby declares and warrants that any Partnership
      assets for which record title is held in the name of the General Partner shall
      be held by the General Partner for the exclusive use and benefit of the
      Partnership in accordance with the provisions of this Agreement; provided,
      however, that the General Partner shall use its reasonable efforts to cause
      record title to such assets (other than those assets in respect of which the
      General Partner determines that the expense and difficulty of conveyancing
      makes
      transfer of record title to the Partnership impracticable) to be vested in
      the
      Partnership as soon as reasonably practicable; provided, that prior to the
      withdrawal or removal of the General Partner or as soon thereafter as
      practicable, the General Partner will use reasonable efforts to effect the
      transfer of record title to the Partnership and, prior to any such transfer,
      will provide for the use of such assets in a manner satisfactory to the
      Partnership. All Partnership assets shall be recorded as the property of the
      Partnership in its books and records, irrespective of the name in which record
      title to such Partnership assets are held.

    


    ARTICLE
      7

    


    Rights
      and Duties of the General Partner

    


    7.1
      Management
      Power.
      The
      General Partner shall have exclusive management and control of the business
      and
      affairs of the Partnership, and all decisions regarding the management and
      affairs of the Partnership shall be made by the General Partner. The General
      Partner shall have all the rights and powers of general partner as provided
      in
      the Act and as otherwise provided by law. Except as otherwise expressly provided
      in this Agreement, the General Partner is hereby granted the right, power and
      authority to do on behalf of the Partnership all things which, in its sole
      judgment, are necessary, proper or desirable to carry out the aforementioned
      duties and responsibilities, including but not limited to, the right, power
      and
      authority from time to time to do the following:

    


    (a)
      the
      making of any expenditures, the lending or borrowing of money, the assumption
      or
      guarantee of, or other contracting for, indebtedness and other liabilities,
      the
      issuance of evidences of indebtedness and the incurring of any other obligations
      and the securing of same by mortgage, deed of trust or other lien or
      encumbrance;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (b)
      the
      making of tax, regulatory and other filings, or rendering of periodic or other
      reports to governmental or other agencies having jurisdiction over the business
      or assets of the Partnership;

    


    (c)
      the
      acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or
      exchange of any or all of the assets of the Partnership, or the merger or other
      combination of the Partnership with or into another Person (the matters
      described in this clause (c) being subject, however, to any prior approval
      that
      may be required in accordance with this Agreement);

    


    (d)
      the
      use of the assets of the Partnership (including, without limitation, cash on
      hand) for any purpose consistent with the terms of this Agreement including,
      without limitation, the financing of the conduct of the operations of the
      Partnership, the lending of funds to other Persons, and the repayment of
      obligations of the Partnership;

    


    (e)
      the
      negotiation, execution and performance of any contracts, conveyances or other
      instruments (including, without limitation, instruments that limit the liability
      of the Partnership under contractual arrangements to all or particular assets
      of
      the Partnership with the other party to the contract to have no recourse against
      the General Partner or its assets other than its interest in the Partnership,
      even if same results in the terms of the transaction being less favorable to
      the
      Partnership than would otherwise be the case);

    


    (f)
      the
      distribution of Distributable Cash; 

    


    (g)
      the
      selection and dismissal of employees (including, without limitation, employees
      having titles such as “president,”
      “vice president,” “secretary”
      and
“treasurer”),
      agents, outside attorneys, accountants, consultants and contractors and the
      determination of their compensation and other terms of employment or
      hiring;

    


    (h)
      the
      maintenance of insurance for the benefit of the Partners and the Partnership
      (including, without limitation, the assets and operations of the
      Partnership);

    


    (i)
      the
      formation of, or acquisition of an interest in, and the contribution of property
      to, any further limited or general partnerships, joint ventures or other
      relationships;

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (j)
      the
      control of any matters affecting the rights and obligations of the Partnership,
      including, without limitation, the bringing and defending of actions at law
      or
      in equity and otherwise engaging in the conduct of litigation and the incurring
      of legal expense and the settlement of claims and litigation;

    


    (k)
      the
      indemnification of any Person against liabilities and contingencies to the
      extent permitted by law;

    


    (l)
      the
      entering into of listing agreements with the American Stock Exchange and any
      other securities exchange and the delisting of some or all of the Units from,
      or
      requesting that trading be suspended on, any such exchange; and

    


    (m)
      the
      purchase, sale or other acquisition or disposition of Units.

    


    7.2
      Best
      Efforts.
      The
      General Partner will use its best efforts to cause the Partnership to be formed,
      reformed, qualified or registered under assumed or fictitious name statutes
      or
      similar laws in any state in which the Partnership owns property or transacts
      business if such formation, reformation, qualification or registration is
      necessary in order to protect the limited liability of the Limited Partners
      or
      to permit the Partnership lawfully to own property or transact
      business.

    


    7.3
      Right
      of Public to Rely on Authority of a General Partner.
      No
      person shall be required to determine the General Partner’s authority to make
      any undertaking on behalf of the Partnership.

    


    7.4
      Obligation
      of the General Partner.
      The
      General Partner shall:

    


    (a) devote
      to
      the Partnership and apply to the accomplishment of the Partnership purposes
      so
      much of its time and attention as is necessary or advisable to manage properly
      the affairs of the Partnership;

    


    (b) maintain
      the Capital Account for each Partner; and 

    


    (c) cause
      the
      Partnership to enter into and carry out the obligations of the Partnership
      contained in the agreements with Affiliates of the General Partner as described
      in the Prospectus and cause the Partnership not to take any action in violation
      of such agreements.

    


    7.5
      Good
      Faith.
      The
      General Partner has a responsibility to the Limited Partners to exercise good
      faith and fairness in all dealings. In the event that a Limited Partner believes
      that the General Partner has violated its fiduciary duty to the Limited
      Partners, he may seek legal relief individually or on behalf of the Partnership
      under applicable laws, including under the Act and under securities and
      commodities laws, to recover damages from or require an accounting by the
      General Partner. Limited Partners should be aware that performance by the
      General Partner of its fiduciary duty is measured by the terms of this Agreement
      as well as applicable law. Limited Partners may also have the right, subject
      to
      applicable procedural and jurisdictional requirements, to bring class actions
      in
      federal court to enforce their rights under the federal securities laws and
      the
      rules and regulations promulgated thereunder by the SEC. Limited Partners who
      have suffered losses in connection with the purchase or sale of the Units may
      be
      able to recover such losses from the General Partner where the losses result
      from a violation by the General Partner of the federal securities laws. State
      securities laws may also provide certain remedies to limited partners. Limited
      Partners are afforded certain rights to institute reparations proceedings under
      the Commodity Exchange Act for violations of the Commodity Exchange Act or
      of
      any rule, regulation or order of the Commodities Futures Trading Commission
      (“CFTC”)
      by the
      General Partner.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    7.6
      Indemnification 

    


    7.6.1
      Notwithstanding any other provision of this Agreement, neither a General Partner
      nor any employee or other agent of the Partnership nor any officer, director,
      stockholder, partner, employee or agent of a General Partner (a “Protected
      Person”)
      shall
      be liable to any Partner or the Partnership for any mistake of judgment or
      for
      any action or inaction taken, nor for any losses due to any mistake of judgment
      or to any action or inaction or to the negligence, dishonesty or bad faith
      of
      any officer, director, stockholder, partner, employee or agent of the
      Partnership or any officer, director, stockholder, partner, employee or agent
      of
      such General Partner, provided that such officer, director, stockholder,
      partner, employee or agent of the Partner or officer, director, stockholder,
      partner, employee or agent of such General Partner was selected, engaged or
      retained by such General Partner with reasonable care, except with respect
      to
      any matter as to which such General Partner shall have been finally adjudicated
      in any action, suit or other proceeding not to have acted in good faith in
      the
      reasonable belief that such Protected Person’s action was in the best interests
      of the Partnership and except that no Protected Person shall be relieved of
      any
      liability to which such Protected Person would otherwise be subject by reason
      of
      willful misfeasance, gross negligence or reckless disregard of the duties
      involved in the conduct of the Protected Person’s office. A General Partner and
      its officers, directors, employees or partners may consult with counsel and
      accountants (except for the Partnership’s independent auditors) in respect of
      Partnership affairs and be fully protected and justified in any action or
      inaction which is taken in accordance with the advice or opinion of such counsel
      or accountants (except for the Partnership’s independent auditors), provided
      that they shall have been selected with reasonable care.

    


    Notwithstanding
      any of the foregoing to the contrary, the provisions of this Article 7.6.1
      and
      of Article 7.6.2 hereof shall not be construed so as to relieve (or attempt
      to
      relieve) a General Partner (or any officer, director, stockholder, partner,
      employee or agent of such General Partner) of any liability to the extent (but
      only to the extent) that such liability may not be waived, modified or limited
      under applicable law, but shall be construed so as to effectuate the provisions
      of this Article 7.6.1 and of Article 7.6.2 hereof to the fullest extent
      permitted by law.

    


    7.6.2
      The
      Partnership shall, to the fullest extent permitted by law, but only out of
      Partnership assets, indemnify and hold harmless a General Partner and each
      officer, director, stockholder, partner, employee or agent thereof (including
      persons who serve at the Partnership’s request as directors, officers or
      trustees of another organization in which the Partnership has an interest as
      a
      Unitholder, creditor or otherwise) and their respective legal representatives
      and successors (hereinafter referred to as a “Covered
      Person”)
      against
      all liabilities and expenses, including but not limited to amounts paid in
      satisfaction of judgments, in compromise or as fines and penalties, and counsel
      fees reasonably incurred by any Covered Person in connection with the defense
      or
      disposition of any action, suit or other proceedings, whether civil or criminal,
      before any court or administrative or legislative body, in which such Covered
      Person may be or may have been involved as a party or otherwise or with which
      such Covered Person may be or may have been threatened, while in office or
      thereafter, by reason of an alleged act or omission as a General Partner or
      director or officer thereof, or by reason of its being or having been such
      a
      General Partner, director or officer, except with respect to any matter as
      to
      which such Covered Person shall have been finally adjudicated in any such
      action, suit or other proceeding not to have acted in good faith in the
      reasonable belief that such Covered Person’s action was in the best interest of
      the Partnership, and except that no Covered Person shall be indemnified against
      any liability to the Partnership or Limited Partners to which such Covered
      Person would otherwise be subject by reason of willful misfeasance, bad faith,
      gross negligence or reckless disregard of the duties involved in the conduct
      of
      such Covered Person’s office. Expenses, including counsel fees so incurred by
      any such Covered Person, may be paid from time to time by the Partnership in
      advance of the final disposition of any such action, suit or proceeding on
      the
      condition that the amounts so paid shall be repaid to the Partnership if it
      is
      ultimately determined that the indemnification of such expenses is not
      authorized hereunder.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    As
      to any
      matter disposed of by a compromise payment by any such Covered Person, pursuant
      to a consent decree or otherwise, no such indemnification either for said
      payment or for any other expenses shall be provided unless such compromise
      shall
      be approved as in the best interests of the Partnership, after notice that
      it
      involved such indemnification by any disinterested person or persons to whom
      the
      questions may be referred by the General Partner, provided that there has been
      obtained an opinion in writing of independent legal counsel to the effect that
      such Covered Person appears to have acted in good faith in the reasonable belief
      that his or her action was in the best interests of the Partnership and that
      such indemnification would not protect such persons against any liability to
      the
      Partnership or its Limited Partners to which such person would otherwise by
      subject by reason of willful misfeasance, bad faith, gross negligence or
      reckless disregard of the duties involved in the conduct of office. Approval
      by
      any disinterested person or persons shall not prevent the recovery from persons
      of indemnification if such Covered Person is subsequently adjudicated by a
      court
      of competent jurisdiction not to have acted in good faith in the reasonable
      belief that such Covered Person’s action was in the best interests of the
      Partnership or to have been liable to the Partnership or its Limited Partners
      by
      reason of willful misfeasance, bad faith, gross negligence or reckless disregard
      of the duties involved in the conduct of such Covered Person’s
      office.

    


    The
      right
      of indemnification hereby provided shall not be exclusive of or affect any
      other
      rights to which any such Covered Person may be entitled. As used in this Article
      7.6.2, an “interested
      Covered Person”
      is one
      against whom the action, suit or other proceeding on the same or similar grounds
      is then or has been pending and a “disinterested
      person”
      is a
      person against whom no actions, suits or other proceedings or another action,
      suit or other proceeding on the same or similar grounds is then or has been
      pending. Nothing contained in this Article 7.6.2 shall affect any rights to
      indemnification to which personnel of a General Partner, other than directors
      and officers, and other persons may be entitled by contract or otherwise under
      law, nor the power of the Partnership to purchase and maintain liability
      insurance on behalf of any such person.

    


    Nothing
      in this Article 7.6.2 shall be construed to subject any Covered Person to any
      liability to which he or she is not already liable under this Agreement or
      applicable law.

    


    7.6.3
      Each Limited Partner agrees that it will not hold any Affiliate or any officer,
      director, stockholder, partner, employee or agent of any Affiliate of the
      General Partner liable for any actions of such General Partner or any
      obligations arising under or in connection with this Agreement or the
      transactions contemplated hereby.

    


    7.7
      Resolutions
      of Conflicts of Interest; Standard of Care. 

    


    7.7.1
      Unless otherwise expressly provided in this Agreement or any other agreement
      contemplated hereby, whenever a conflict of interest exists or arises between
      the General Partner on the one hand, and the Partnership or any Limited Partner,
      on the other hand, any resolution or course of action by the General Partner
      in
      respect of such conflict of interest shall be permitted and deemed approved
      by
      all Partners and shall not constitute a breach of this Agreement or of any
      agreement contemplated hereby or of a duty stated or implied by law or equity,
      if the resolution or course of action is, or by operation of this Agreement
      is
      deemed to be, fair and reasonable to the Partnership. If a dispute arises,
      it
      will be resolved through negotiations with the General Partner or by a court
      located in the State of Delaware. Any resolution of a dispute is deemed to
      be
      fair and reasonable to the Partnership if the resolution is:

    
       

      approved
        by the Audit Committee, although no party is obligated to seek such approval
        and
        the General Partner may adopt a resolution or course of action that has not
        received such approval;

       

    

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    on
      terms
      no less favorable to the Limited Partners than those generally being provided
      to
      or available from unrelated third parties; or

    


    fair
      to
      the Limited Partners, taking into account the totality of the relationships
      of
      the parties involved including other
      transactions that may be particularly favorable or advantageous to the Limited
      Partners.

    


    7.7.2
      Whenever this Agreement or any other agreement contemplated hereby provides
      that
      the General Partner is permitted or required to make a decision (i) in its
      discretion or under a grant of similar authority or latitude, the General
      Partner shall be entitled to the extent permitted by applicable law, to consider
      only such interest and factors as it desires and shall have no duty or
      obligation to give any consideration to any interest of or factors affecting
      the
      partnership or the Limited Partners, or (ii) in its good faith or under another
      express standard, the General Partner shall act under such express standard
      and
      except as required by applicable law, shall not be subject to any other
      different standards imposed by this Agreement, any other agreement contemplated
      hereby or applicable law.

    


    7.8
      Other
      Matters Concerning the General Partner. 

    


    7.8.1
      The
      General Partner (including the Audit Committee) may rely on and shall be
      protected in acting or refraining from acting upon any certificate, document
      or
      other instrument believed by it to be genuine and to have been signed or
      presented by the proper party or parties.

    


    7.8.2
      The
      General Partner (including the Audit Committee) may consult with legal counsel,
      accountants, appraisers, management consultants, investment bankers and other
      consultants and advisors selected by it and any opinion or advice of any such
      person as to matters which the General Partner (including the Audit Committee)
      believes to be within such person’s professional or expert competence shall be
      the basis for full and complete authorization of indemnification and provide
      legal protection with respect to any action taken or suffered or omitted by
      the
      General Partner (including the Audit Committee) hereunder in good faith and
      in
      accordance with such opinion or advice.

    


    7.8.3
      The
      General Partner (including the Audit Committee) may exercise any of the powers
      granted to it by this Agreement and perform any of the duties imposed upon
      it
      hereunder either directly or by or through its agents, and the General Partner
      (including the Audit Committee) shall not be responsible for any misconduct
      or
      negligence on the part of any such agent appointed by the General Partner in
      good faith.

    


    7.9
      Other
      Business Ventures.
      Any
      Partner, director, employee, Affiliate or other person holding a legal or
      beneficial interest in any entity which is a Partner, may engage in or possess
      an interest in other business ventures of every nature and description,
      independently or with others, whether such ventures are competitive with the
      Partnership or otherwise; and, neither the Partnership nor the Partners shall
      have any right by virtue of this Agreement in or to such independent ventures
      or
      to the income or profits derived there from.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    7.10
      Contracts
      with the General Partner or its Affiliates.
      The
      General Partner may, on behalf of the Partnership, enter into contracts with
      any
      Affiliate. The validity of any transaction, agreement or payment involving
      the
      Partnership and any General Partner or any Affiliate of a General Partner
      otherwise permitted by the terms of this Agreement shall not be affected by
      reason of (i) the relationship between the Partnership and the Affiliate of
      the
      General Partner, or (ii) the approval of said transaction agreement or payment
      by officers or directors of the General Partner.

    


    7.11
      Additional
      General Partners.
      Additional general partners may be admitted with the consent of the General
      Partner.

    


    ARTICLE
      8

    


    Rights
      and Obligations of Limited Partners

    


    8.1
      No
      Participation in Management.
      No
      Limited Partner (other than a General Partner if it has acquired an interest
      of
      a Limited Partner) shall take part in the management of the Partnership’s
      business, transact any business in the Partnership’s name or have the power to
      sign documents for or otherwise bind the Partnership.

    


    8.2
      Limitation
      of Liability.
      Except
      as provided in the Act, the debts, obligations, and liabilities of the
      Partnership, whether arising in contract, tort or otherwise, shall be solely
      the
      debts, obligations and liabilities of the Partnership. A Limited Partner will
      not be liable for assessments in addition to its initial capital investment
      in
      any capital securities representing limited partnership interests. However,
      a
      Limited Partner may be required to repay to the Partnership any amounts
      wrongfully returned or distributed to it under some circumstances.

    


    8.3
      Indemnification
      and Terms of Admission.
      Each
      Limited Partner shall indemnify and hold harmless the Partnership, the General
      Partner and every Limited Partner who was or is a party or is threatened to
      be
      made a party to any threatened, pending or completed action, suit or
      proceedings, whether civil, criminal, administrative or investigative, by reason
      of or arising from any actual or alleged misrepresentation or misstatement
      of
      facts or omission to state facts made (or omitted to be made) by such Limited
      Partner in connection with any assignment, transfer, encumbrance or other
      disposition of all or any part of an interest, or the admission of a Limited
      Partner to the Partnership, against expenses for which the Partnership or such
      other Person has not otherwise been reimbursed (including attorneys’ fees,
      judgments, fines and amounts paid in settlement) actually and reasonably
      incurred by him in connection with such action, suit or proceeding.

    


    8.4
      Effective
      Date.
      The
      effective date of admission of a Limited Partner shall be the date designated
      by
      the General Partner in writing to such assignee or transferee.

    


    8.5
      Death
      or Incapacity of Limited Partner.
      The
      death or legal incapacity of a Limited Partner shall not cause dissolution
      of
      the Partnership.

    


    8.6
      Rights
      of Limited Partner Relating to the Partnership. 

    


    (a)
      In
      addition to other rights provided by this Agreement or by applicable law, and
      except as otherwise limited under this Agreement, each Limited Partner shall
      have the right, for a purpose reasonably related to such Limited Partner’s
      interest as a Limited Partner in the Partnership, upon reasonable demand and
      at
      such Limited Partner’s own expense:

    


    (i)
      to
      obtain true and full information regarding the status of the business and
      financial condition of the Partnership;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (ii)
      promptly after becoming available, to obtain a copy of the Partnership’s
      federal, state and local tax returns for each year;

    


    (iii)
      to
      have furnished to it, upon notification to the General Partner, a current list
      of the name and last known business, residence or mailing address of each
      Partner;

    


    (iv)
      to
      have furnished to it, upon notification to the General Partner, a copy of this
      Agreement and the Certificate of Limited Partnership and all amendments
      thereto;

    


    (v)
      to
      obtain true and full information regarding the amount of cash contributed by
      and
      a description and statement of the value of any other Capital Contribution
      by
      each Partner and which each Partner has agreed to contribute in the future,
      and
      the date on which each became a Partner; and

    


    (vi)
      to
      obtain such other information regarding the affairs of the Partnership as is
      just and reasonable.

    


    (b)
      Notwithstanding any other provision of this Agreement, the General Partner
      may
      keep confidential from the Limited Partners and Assignees for such period of
      time as the General Partner deems reasonable, any information that the General
      Partner reasonably believes to be in the nature of trade secrets or other
      information, the disclosure of which the General Partner in good faith believes
      is not in the best interests of the Partnership or could damage the Partnership
      or that the Partnership is required by law or by agreements with third parties
      to keep confidential (other than agreements with Affiliates the primary purpose
      of which is to circumvent the obligations set forth in this Article
      8.6).

    


    ARTICLE
      9

    


    Unit
      Certificates

    


    9.1
      Unit
      Certificates.
      Certificates shall be executed on behalf of the Partnership by any officer
      either of the General Partner or, if any, of the Partnership.

    


    9.2
      Registration
      Form, Registration of Transfer and Exchange. 

    


    9.2.1
      The
      General Partner shall cause to be kept on behalf of the Partnership a register
      (the “Unit
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the General
      Partner will provide for the registration and the transfer of Units. The
      Transfer Agent has been appointed registrar and transfer agent for the purpose
      of registering and transferring Units as herein provided. The Partnership shall
      not recognize transfers of Certificates representing Units unless same are
      effected in the manner described in this Article 9.2. Upon surrender for
      registration of transfer of any Units evidenced by a Certificate, the General
      Partner on behalf of the Partnership will execute, and the Transfer Agent will
      countersign and deliver, in the name of the holder or the designated transferee
      or transferees, as required pursuant to the holder’s instructions, one or more
      new Certificates evidencing the same aggregate number of Units as was evidenced
      by the Certificate so surrendered.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    9.2.2
      Book-Entry-Only
      System. 

    


    (a)
      Global
      Certificate Only.
      Unless
      otherwise authorized by the General Partner, Certificates for Units will not
      be
      issued, other than the one or more Global Certificates issued to the Depository.
      So long as the Depository Agreement is in effect, Creation Baskets will be
      issued and redeemed and Units will be transferable solely through the book-entry
      systems of the Depository and the DTC Participants and their Indirect
      Participants as more fully described below.

    


    (1)
      Global
      Certificate.
      The
      Partnership and the General Partner will enter into the Depository Agreement
      pursuant to which the Depository will act as securities depository for the
      Units. Units will be represented by the Global Certificate (which may consist
      of
      one or more certificates as required by the Depository), which will be
      registered, as the Depository shall direct, in the name of Cede & Co., as
      nominee for the Depository and deposited with, or on behalf of, the Depository.
      No other certificates evidencing Units will be issued. The Global Certificate
      shall be in the form attached hereto as Exhibit B and shall represent such
      Units
      as shall be specified therein, and may provide that it shall represent the
      aggregate amount of outstanding Units from time to time endorsed thereon and
      that the aggregate amount of outstanding Units represented thereby may from
      time
      to time be increased or decreased to reflect creations or redemptions of Baskets
      (as defined in Section 16.1). Any endorsement of a Global Certificate to reflect
      the amount, or any increase or decrease in the amount, of outstanding Units
      represented thereby shall be made in such manner and upon instructions given
      by
      the General Partner on behalf of the Partnership as specified in the Depository
      Agreement.

    


    (2)
      Legend.
      Any
      Global Certificate issued to the Depository or its nominee shall bear a legend
      substantially to the following effect: 

    


    “UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE FUND OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.”

    


    (3)
      The
      Depository.
      The
      Depository has advised the Partnership and the General Partner as follows:
      the
      Depository is a limited-purpose trust company organized under the laws of the
      State of New York, a member of the U.S. Federal Reserve System, a “clearing
      corporation”
      within
      the meaning of the New York Uniform Commercial Code, and a “clearing
      agency”
      registered pursuant to the provisions of Section 17A of the Securities Exchange
      Act of 1934, as amended. The Depository was created to hold securities of DTC
      Participants and to facilitate the clearance and settlement of securities
      transactions among the DTC Participants in such securities through electronic
      book-entry changes in accounts of the DTC Participants, thereby eliminating
      the
      need for physical movement of securities certificates. “DTC Participants”
include securities brokers and dealers, banks, trust companies, clearing
      corporations, and certain other organizations, some of whom (and/or their
      representatives) own the Depository. Access to the Depository’s system is also
      available to others such as banks, brokers, dealers and trust companies that
      clear through or maintain a custodial relationship with a DTC Participant,
      either directly or indirectly (“Indirect
      Participants”).
      The
      Depository may determine to discontinue providing its service with respect
      to
      Creation Baskets and Units by giving notice to the General Partner pursuant
      to
      and in conformity with the provisions of the Depository Agreement and
      discharging its responsibilities with respect thereto under applicable law.
      Under such circumstances, the General Partner shall take action either to find
      a
      replacement for the Depository to perform its functions at a comparable cost
      and
      on terms acceptable to the General Partner or, if such a replacement is
      unavailable, to terminate the Partnership.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (4)
      Beneficial
      Owners.
      As
      provided in the Depository Agreement, upon the settlement date of any creation,
      transfer or redemption of Units, the Depository will credit or debit, on its
      book-entry registration and transfer system, the number of Units so created,
      transferred or redeemed to the accounts of the appropriate DTC Participants.
      The
      accounts to be credited and charged shall be designated by the General Partner
      on behalf of the Partnership and each Participant, in the case of a creation
      or
      redemption of Baskets. Ownership of beneficial interest in Units will be limited
      to DTC Participants, Indirect Participants and persons holding interests through
      DTC Participants and Indirect Participants. Beneficial Owners will be shown
      on,
      and the transfer of beneficial ownership by Beneficial Owners will be effected
      only through, in the case of DTC Participants, records maintained by the
      Depository and, in the case of Indirect Participants and Beneficial Owners
      holding through a DTC Participant or an Indirect Participant, through those
      records or the records of the relevant DTC Participants. Beneficial Owners
      are
      expected to receive, from or through the broker or bank that maintains the
      account through which the Beneficial Owner has purchased Units, a written
      confirmation relating to their purchase of Units.

    


    (5)
      Reliance
      on Procedures.
      Except
      for those who have provided Transfer Applications to the General Partner, so
      long as Cede & Co., as nominee of the Depository, is the registered owner of
      Units, references herein to the registered or record owners of Units shall
      mean
      Cede & Co. and shall not mean the Beneficial Owners of Units. Beneficial
      Owners of Units will not be entitled to have Units registered in their names,
      will not receive or be entitled to receive physical delivery of certificates
      in
      definitive form and will not be considered the record or registered holder
      of
      Units under this Agreement. Accordingly, to exercise any rights of a holder
      of
      Units under the Agreement, a Beneficial Owner must rely on the procedures of
      the
      Depository and, if such Beneficial Owner is not a DTC Participant, on the
      procedures of each DTC Participant or Indirect Participant through which such
      Beneficial Owner holds its interests. The Partnership and the General Partner
      understand that under existing industry practice, if the Partnership requests
      any action of a Beneficial Owner, or a Beneficial Owner desires to take any
      action that the Depository, as the record owner of all outstanding Units, is
      entitled to take, the Depository will notify the DTC Participants regarding
      such
      request, such DTC Participants will in turn notify each Indirect Participant
      holding Units through it, with each successive Indirect Participant continuing
      to notify each person holding Units through it until the request has reached
      the
      Beneficial Owner, and in the case of a request or authorization to act that
      is
      being sought or given by a Beneficial Owner, such request or authorization
      is
      given by the Beneficial Owner and relayed back to the Partnership through each
      Indirect Participant and DTC Participant through which the Beneficial Owner’s
      interest in the Units is held.

    


    (6)
      Communication
      between the Partnership and the Beneficial Owners.
      As
      described above, the Partnership will recognize the Depository or its nominee
      as
      the owner of all Units for all purposes except as expressly set forth in this
      Agreement. Conveyance of all notices, statements and other communications to
      Beneficial Owners will be effected in accordance with this paragraph. Pursuant
      to the Depository Agreement, the Depository is required to make available to
      the
      Partnership, upon request and for a fee to be charged to the Partnership, a
      listing of the Unit holdings of each DTC Participant. The Partnership shall
      inquire of each such DTC Participant as to the number of Beneficial Owners
      holding Units, directly or indirectly, through such DTC Participant. The
      Partnership shall provide each such DTC Participant with sufficient copies
      of
      such notice, statement or other communication, in such form, number and at
      such
      place as such DTC Participant may reasonably request, in order that such notice,
      statement or communication may be transmitted by such DTC Participant, directly
      or indirectly, to such Beneficial Owners. In addition, the Partnership shall
      pay
      to each such DTC Participant an amount as reimbursement for the expenses
      attendant to such transmittal, all subject to applicable statutory and
      regulatory requirements.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (7)
      Distributions.
      Distributions on Units pursuant to this Agreement shall be made to the
      Depository or its nominee, Cede & Co., as the registered owner of all Units.
      The Partnership and the General Partner expect that the Depository or its
      nominee, upon receipt of any payment of distributions in respect of Units,
      shall
      credit immediately DTC Participants’ accounts with payments in amounts
      proportionate to their respective beneficial interests in Units as shown on
      the
      records of the Depository or its nominee. The Partnership and the General
      Partner also expect that payments by DTC Participants to Indirect Participants
      and Beneficial Owners held through such DTC Participants and Indirect
      Participants will be governed by standing instructions and customary practices,
      as is now the case with securities held for the accounts of customers in bearer
      form or registered in a “street
      name,”
      and will
      be the responsibility of such DTC Participants and Indirect Participants.
      Neither the Partnership nor the General Partner will have any responsibility
      or
      liability for any aspects of the records relating to or notices to Beneficial
      Owners, or payments made on account of beneficial ownership interests in Units,
      or for maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests or for any other aspect of the relationship
      between the Depository and the DTC Participants or the relationship between
      such
      DTC Participants and the Indirect Participants and Beneficial Owners owning
      through such DTC Participants or Indirect Participants or between or among
      the
      Depository, any Beneficial Owner and any person by or through which such
      Beneficial Owner is considered to own Units.

    


    (8)
      Limitation
      of Liability.
      The
      Global Certificate to be issued hereunder is executed and delivered solely
      on
      behalf of the Partnership by the General Partner in its capacity as such and
      in
      the exercise of the powers and authority conferred and vested in it by this
      Agreement. The representations, undertakings and agreements made on the part
      of
      the Partnership in the Global Certificate are made and intended not as personal
      representations, undertakings and agreements by the General Partner, but are
      made and intended for the purpose of binding only the Partnership. Nothing
      in
      the Global Certificate shall be construed as creating any liability on the
      General Partner, individually or personally, to fulfill any representation,
      undertaking or agreement other than as provided in this Agreement.

    


    (9)
      Successor
      Depository.
      If a
      successor to the Depository shall be employed as Depository hereunder, the
      Partnership and the General Partner shall establish procedures acceptable to
      such successor with respect to the matters addressed in this Section
      9.2.2.

    


    (10)
      Transfer
      of Units.
      Beneficial Owners that are not DTC Participants may transfer Units by
      instructing the DTC Participant or Indirect Participant holding the Units for
      such Beneficial Owner in accordance with standard securities industry practice.
      Beneficial Owners that are DTC Participants may transfer Units by instructing
      the Depository in accordance with the rules of the Depository and standard
      securities industry practice.

    


    9.2.3
      Except as otherwise provided in this Agreement, the Partnership shall not
      recognize any transfer of Units until the Certificates (if applicable) and
      a
      Transfer Application have been provided to the General Partner evidencing such
      Units are surrendered for registration of transfer. Such Certificates must
      be
      accompanied by a Transfer Application duly executed by the transferee (or the
      transferee’s attorney-in-fact duly authorized in writing). No charge shall be
      imposed by the Partnership for such transfer, provided, that, as a condition
      to
      the issuance of any new Certificate under this Article 9.2, the General Partner
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed with respect thereto.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    9.3
      Mutilated,
      Destroyed, Lost or Stolen Certificates. 

    


    9.3.1
      If
      any mutilated Certificate is surrendered to the Transfer Agent, the General
      Partner on behalf of the Partnership, shall execute, and upon its request,
      the
      Transfer Agent shall countersign and deliver in exchange therefore, a new
      Certificate evidencing the same number of Units as the Certificate so
      surrendered.

    


    9.3.2
      The
      General Partner, on behalf of the Partnership, shall execute, and upon its
      request, the Transfer Agent shall countersign and deliver a new Certificate
      in
      place of any Certificate previously issued if the Record Holder of the
      Certificate:

    


    (a)
      makes
      proof by affidavit, in form and substance satisfactory to the General Partner,
      that a previously issued Certificate has been lost, destroyed or
      stolen;

    


    (b)
      requests the issuance of a new Certificate before the Partnership has received
      notice that the Certificate has been acquired by a purchaser for value in good
      faith and without notice of an adverse claim;

    


    (c)
      if
      requested by the General Partner, delivers to the Partnership a bond or such
      other form of security or indemnity as may be required by the General Partner,
      in form and substance satisfactory to the General Partner, with surety or
      sureties and with fixed or open penalty as the General Partner may direct,
      in
      its sole discretion, to indemnify the Partnership, the General Partner and
      the
      Transfer Agent against any claim that may be made on account of the alleged
      loss, destruction or theft of the Certificate; and

    


    (d)
      satisfies any other reasonable requirements imposed by the General Partner.
      

    


    If
      a
      Limited Partner or Assignee fails to notify the Partnership within a reasonable
      time after it has notice of the loss, destruction or theft of a Certificate,
      and
      a transfer of the Units represented by the Certificate is registered before
      the
      Partnership, the General Partner or the Transfer Agent receives such
      notification, the Limited Partner or Assignee shall be precluded from making
      any
      claim against the Partnership, the General Partner or the Transfer Agent for
      such transfer or for a new Certificate.

    


    9.3.3
      As
      a condition to the issuance of any new Certificate under this Article 9.3,
      the
      General Partner may require the payment of a sum sufficient to cover any tax
      or
      other governmental charge that may be imposed in relation thereto and any other
      expenses (including, without limitation, the fees and expenses of the Transfer
      Agent) connected therewith.

    


    9.4
      Record
      Holder.
      The
      Partnership shall be entitled to recognize the Record Holder as the Limited
      Partner or Assignee with respect to any Units and, accordingly, shall not be
      bound to recognize any equitable or other claim to or interest in such Units
      on
      the part of any other Person, whether or not the Partnership shall have actual
      or other notice thereof, except as otherwise provided by law or any applicable
      rule, regulation, guideline or requirement of any national securities exchange
      on which the Units are listed for trading. Without limiting the foregoing,
      when
      a Person (such as a broker, dealer, bank trust company or clearing corporation
      or an agent of any of the foregoing) is acting as nominee, agent or in some
      other representative capacity for another Person in acquiring and/or holding
      Units, as between the Partnership on the one hand and such other Persons on
      the
      other hand such representative Person (a) shall be the Limited Partner or
      Assignee (as the case may be) of record and beneficially, (b) must execute
      and
      deliver a Transfer Application and (c) shall be bound by this Agreement and
      shall have the rights and obligations of a Limited Partner or Assignee (as
      the
      case may be) hereunder and as provided for herein.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
 

    9.5
      Partnership
      Securities. The
      General Partner is hereby authorized to cause the Partnership to issue
      Partnership Securities, for any Partnership purpose, at any time or from time
      to
      time, to the Partners or to other Persons for such consideration and on such
      terms and conditions as shall be established by the General Partner in its
      sole
      discretion, all without the approval of any Limited Partners. The General
      Partner shall have sole discretion, subject to the requirements of the Act,
      in
      determining the consideration and terms and conditions with respect to any
      future issuance of Partnership Securities.

    


    9.5.1
      The
      General Partner shall do all things necessary to comply with the Act and is
      authorized and directed to do all things it deems to be necessary or advisable
      in connection with any future issuance of Partnership Securities, including,
      without limitation, compliance with any statute, rule, regulation or guideline
      of any federal, state or other governmental agency or any national securities
      exchange on which the Units or other Partnership Securities are listed for
      trading.

    


    ARTICLE
      10

    


    Transfer
      of Interests

    


    10.1
      Transfer.
      

    


    10.1.1
      The term “transfer,”
      when
      used in this Article 10 with respect to an interest, shall be deemed to refer
      to
      an appropriate transaction by which the General Partner assigns its interest
      as
      General Partner to another Person or by which the holder of a Unit assigns
      such
      Unit to another Person who is or becomes an Assignee and includes a sale,
      assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or
      any
      other disposition by law or otherwise.

    


    10.1.2
      No
      interest shall be transferred in whole or in part, except in accordance with
      the
      terms and conditions set forth in this Article 10. Any transfer or purported
      transfer of an interest not made in accordance with this Article 10 shall be
      null and void.

    


    10.2
      Transfer
      of General Partner’s Interest. 

    


    10.2.1
      Except as set forth in this Article 10.2.1, the General Partner may transfer
      all, but not less than all, of its interest as the general partner to a single
      transferee if, but only if, (i) at least a majority of the Limited Partners
      approve of such transfer and of the admission of such transferee as general
      partner, (ii) the transferee agrees to assume the rights and duties of the
      General Partner and be bound by the provisions of this Agreement and other
      applicable agreements, and (iii) the Partnership receives an Opinion of Counsel
      that such transfer would not result in the loss of limited liability of any
      Limited Partner or of the Partnership or cause the Partnership to be taxable
      as
      a corporation or otherwise taxed as an entity for federal income tax purposes.
      The foregoing notwithstanding, the General Partner is expressly permitted to
      pledge its interest as General Partner to secure the obligations of the
      Partnership under a Revolving Credit Facility, as the same may be amended,
      supplemented, replaced, refinanced or restated from time to time, or any
      successor or subsequent loan agreement.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    10.2.2
      Neither Article 10.2.1 nor any other provision of this Agreement shall be
      construed to prevent (and all Partners do hereby consent to) (i) the transfer
      by
      the General Partner of all of its interest as a general partner to an Affiliate
      or (ii) the transfer by the General Partner of all its interest as a general
      partner upon its merger or consolidation with or other combination into any
      other Person or the transfer by it of all or substantially all of its assets
      to
      another Person if, in the case of a transfer described in either clause (i)
      or
      (ii) of this sentence, the rights and duties of the General Partner with respect
      to the interest so transferred are assumed by the transferee and the transferee
      agrees to be bound by the provisions of this Agreement; provided, that in either
      such case, such transferee furnishes to the Partnership an Opinion of Counsel
      that such merger, consolidation, combination, transfer or assumption will not
      result in a loss of limited liability of any Limited Partner or of the
      Partnership or cause the Partnership to be taxable as a corporation or otherwise
      taxed as an entity for federal income tax purpose. In the case of a transfer
      pursuant to this Article 10.2.2, the transferee or successor (as the case may
      be) shall be admitted to the Partnership as the General Partner immediately
      prior to the transfer of the interest, and the business of the Partnership
      shall
      continue without dissolution.

    


    10.3
      Transfer
      of Units. 

    


    10.3.1
      Units may be transferred only in the manner described in Article 9.2. The
      transfer of any Units and the admission of any new Partner shall not constitute
      an amendment to this Agreement.

    


    10.3.2
      Until admitted as a Substituted Limited Partner pursuant to Article 11, the
      Record Holder of a Unit shall be an Assignee in respect of such Unit. Limited
      Partners may include custodians, nominees or any other individual or entity
      in
      its own or any representative capacity.

    


    10.3.3
      Each distribution in respect of Units shall be paid by the Partnership, directly
      or through the Transfer Agent or through any other Person or agent, only to
      the
      Record Holders thereof as of the Record Date set for the distribution. Such

      payment shall constitute full payment and satisfaction of the Partnership’s
      liability in respect of such payment, regardless of any claim of any Person
      who
      may have an interest in such payment by reason of an assignment or
      otherwise.

    


    10.3.4
      A
      transferee who has completed and delivered a Transfer Application provided
      by
      the seller of the Units (or if purchased on an exchange directly from the
      Partnership), shall be deemed to have (i) requested admission as a Substituted
      Limited Partner, (ii) agreed to comply with and be bound by and to have executed
      this Agreement, (iii) represented and warranted that such transferee has the
      capacity and authority to enter into this Agreement, (iv) made the powers of
      attorney set forth in this Agreement, and (v) given the consents and made the
      waivers contained in this Agreement.

    


    10.4
      Restrictions
      on Transfers.
      Notwithstanding the other provisions of this Article 10, no transfer of any
      Unit
      or interest therein of any Limited Partner or Assignee shall be made if such
      transfer would (a) violate the then applicable federal or state securities
      laws
      or rules and regulations of the SEC, any state securities commission, the CFTC,
      or any other governmental authorities with jurisdiction over such transfer,
      (b)
      cause the Partnership to be taxable as a corporation or (c) affect the
      Partnership’s existence or qualification as a limited partnership under the Act.
      The General Partner may request each Record Holder to furnish certain
      information, including that holder’s nationality, citizenship or other related
      status. A transferee who is not a U.S. resident may not be eligible to become
      a
      Record Holder or a Limited Partner if such ownership would subject the
      Partnership to the risk of cancellation or forfeiture of any of its assets
      under
      any federal, state or local law or regulation. If the Record Holder fails to
      furnish the information or if the General Partner determines, on the basis
      of
      the information furnished by the holder in response to the request, that such
      holder is not qualified to become a Limited Partner, the General Partner may
      be
      substituted as a holder for the Record Holder, who will then be treated as
      a
      non-citizen assignee, and the Partnership will have the right to redeem those
      securities held by the Record Holder.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    10.5
      Tax
      Certificates. 

    


    10.5.1
      All Limited Partners or Assignees (or, if the Limited Partner or Assignee is
      a
      nominee holding for the account of a Beneficial Owner, the Beneficial Owner)
      are
      required to provide the Partnership with a properly completed Tax
      Certificate.

    


    10.5.2
      If
      a Limited Partner or Assignee (or, if the Limited Partner or Assignee is a
      nominee holding for the account of a Beneficial Owner, the Beneficial Owner)
      fails to provide the Partnership with a properly completed Tax Certificate,
      the
      General Partner may request at any time and from time to time, that such Limited
      Partner or Assignee (or Beneficial Owner) shall, within 15 days after request
      (whether oral or written) therefore by the General Partner, furnish to the
      Partnership, a properly completed Tax Certificate. If a Limited Partner or
      Assignee fails to furnish to the General Partner within the aforementioned
      15-day period such Tax Certificate, the Units owned by such Limited Partner
      or
      Assignee (or in the case of a Limited Partner or Assignee that holds Units
      on
      behalf of a Beneficial Owner, the Units held on behalf of the Beneficial Owner)
      shall be subject to redemption in accordance with the provisions of Article
      10.6.

    


    10.6
      Redemption
      of Units for Failure to Provide Tax Certificate.

    


    10.6.1
      If
      at any time a Limited Partner or Assignee fails to furnish a properly completed
      Tax Certificate within the 15-day period specified in Article 10.5.2, the
      Partnership may redeem the Units of such Limited Partner or Assignee as
      follows:

    


    (a)
      The
      General Partner shall not later than the tenth (10th) Business Day before the
      date fixed for redemption, give notice of redemption to the Limited Partner
      or
      Assignee, at its last address designated on the records of the Partnership
      or
      the Transfer Agent, by registered or certified mail, postage prepaid. The notice
      shall be deemed to have been given when so mailed (the “Notice
      Date”).
      The
      notice shall specify the Redeemable Units, the date fixed for redemption, the
      place of payment, and that payment of the redemption price will be made upon
      surrender of the certification evidencing the Redeemable Units.

    


    (b)
      The
      aggregate redemption price for Redeemable Units shall be an amount equal to
      the
      market price as of the Close of Business on the Business Day immediately prior
      to the date fixed for redemption of Units to be so redeemed multiplied by the
      number of Units included among the Redeemable Units. The redemption price shall
      be paid in the sole discretion of the General Partner, in cash or by delivery
      of
      a promissory note of the Partnership in the principal amount of the redemption
      price, bearing interest at the Prime Rate (as established by the Federal Reserve
      Board) and payable in three equal annual installments of principal together
      with
      accrued interest commencing one year after the redemption date.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (c)
      Upon
      surrender by or on behalf of the Limited Partner or Assignee, at the place
      specified in the notice of redemption, of the certification evidencing the
      Redeemable Units, duly endorsed in blank or accompanied by an assignment duly
      executed in blank, the Limited Partner or Assignee or its duly authorized
      representative shall be entitled to receive the payment therefore.

    


    (d)
      In
      the event the Partnership is required to pay withholding tax or otherwise
      withhold any amount on behalf of, or with respect to, a Limited Partner or
      Assignee (or Beneficial Owner) who has failed to provide a properly completed
      Tax Certificate, such amounts paid or withheld by the Partnership shall be
      deemed to have been paid to such Limited Partner or Assignee (or Beneficial
      Owner) as part of the redemption price for the Redeemable Units and the
      Partnership shall reduce the amount of the payment made to such Limited Partner
      or Assignee (or Beneficial owner) in redemption of such Redeemable Units by
      any
      amounts so withheld.

    


    10.6.2
      After the Notice Date, Redeemable Units shall no longer constitute issued and
      Outstanding Units and no allocations or distributions shall be made with respect
      to such Redeemable Units. In addition, after the Notice Date, the Redeemable
      Units shall not be transferable.

    


    10.6.3
      The provisions of this Article 10.6 shall also be applicable to Units held
      by a
      Limited Partner or Assignee as nominee of a Beneficial Owner.

    


    ARTICLE
      11

    


    Admission
      of Partners

    


    11.1
      Admission
      of Initial Limited Partners and Other Creation Basket
      Purchases.
      Subject
      to the requirements of this Article 11, upon the issuance by the Partnership
      of
      Units to the Initial Limited Partner and any other purchasers of a Creation
      Basket, the General Partner shall admit the Initial Limited Partner and such
      other purchasers of the Creation Basket to the Partnership as Limited Partners
      in respect of the Units purchased.

    


    11.2
      Admission
      of Substituted Limited Partners.
      By
      transfer of a Unit in accordance with Article 10, the transferor shall be deemed
      to have given the transferee the right to seek admission as a Substituted
      Limited Partner subject to the conditions of, and in the manner permitted under,
      this Agreement. A transferor of a Certificate shall, however, only have the
      authority to convey to a purchaser or other transferee who does not execute
      and
      deliver a Transfer Application (i) the right to negotiate such Certificate
      to a
      purchaser or other transferee, and (ii) the right to transfer the right to
      request admission as a Substituted Limited Partner to such purchaser or other
      transferee in respect of the transferred Units. Each transferee of a Unit
      (including, without limitation, any nominee holder or an agent acquiring such
      Unit for the account of another Person) who executes and delivers a Transfer
      Application shall, by virtue of such execution and delivery, be an Assignee
      and
      be deemed to have applied to become a Substituted Limited Partner with respect
      to the Units so transferred to such Person. Such Assignee shall become a
      Substituted Limited Partner (i) at such time as the General Partner consents
      thereto, which consent may be given or withheld in the General Partner’s sole
      discretion, and (ii) when any such admission is shown on the books and records
      of the Partnership, following the consent of the General Partner to such
      admission. If such consent is withheld, such transferee shall be an Assignee.
      An
      Assignee shall have an interest in the Partnership equivalent to that of a
      Limited Partner with respect to allocations and distributions, including,
      without limitation, liquidating distributions, of the Partnership. With respect
      to voting rights attributable to Units that are held by Assignees, the General
      Partner shall be deemed to be the Limited Partner with respect thereto and
      shall, in exercising the voting rights in respect of such Units on any matter,
      vote such Units at the written direction of the Assignee who is the Record
      Holder of such Units. If no such written direction is received, such Units
      will
      not be voted. An Assignee shall have none of the other rights of a Limited
      Partner.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    11.3
      Admission
      of Successor General Partner.
      A
      successor General Partner approved pursuant to this Article 11.3 or the
      transferee of or successor to all of the General Partner’s interest pursuant to
      Article 10.2 who is proposed to be admitted as a successor General Partner
      shall
      be admitted to the Partnership as the General Partner, effective immediately
      prior to the withdrawal or removal of the General Partner pursuant to Article
      12
      or the transfer of the General Partner’s interest pursuant to Article 10.2;
      provided, however, that no such successor shall be admitted to the Partnership
      until compliance with the terms of Article 10.2 has occurred. Any such successor
      shall carry on the business of the Partnership without dissolution. In each
      case, the admission shall be subject to the successor General Partner executing
      and delivering to the Partnership an acceptance of all of the terms and
      conditions of this Agreement and such other documents or instruments as may
      be
      required to effect the admission.

    


    11.4
      Admission
      of Additional Limited Partners. 

    


    11.4.1
      A
      Person (other than the General Partner, an Initial Limited Partner or a
      Substituted Limited Partner) who makes a Capital Contribution to the Partnership
      in accordance with this Agreement shall be admitted to the Partnership as an
      Additional Limited Partner only upon furnishing to the General Partner (i)
      evidence of acceptance in form satisfactory to the General Partner of all of
      the
      terms and conditions of this Agreement, including, without limitation, the
      power
      of attorney granted in this Agreement, and (ii) such other documents or
      instruments as may be required in the discretion of the General Partner to
      effect such Person’s admission as an Additional Limited Partner.

    


    11.4.2
      Notwithstanding anything to the contrary in this Article 11.4, no Person shall
      be admitted as an Additional Limited Partner without the consent of the General
      Partner, which consent may be given or withheld in the General Partner’s sole
      discretion. The admission of any Person as an Additional Limited Partner shall
      become effective on the date upon which the name of such Person is recorded
      on
      the books and records of the Partnership, following the consent of the General
      Partner to such admission.

    


    11.5
      Amendment
      of Agreement and Certificate of Limited Partnership.
      To
      effect the admission to the Partnership of any Partner, the General Partner
      shall take all steps necessary and appropriate under the Act to amend the
      records of the Partnership and if necessary, to prepare as soon as practical
      an
      amendment of this Agreement and if required by law, to prepare and file an
      amendment to the Certificate of Limited Partnership and may for this purpose,
      among others, exercise the power of attorney granted pursuant to Article
      15.

    


    ARTICLE
      12

    


    Withdrawal
      or Removal of Partners

    


    12.1
      Withdrawal
      of the General Partner. 

    


    12.1.1
      The General Partner shall be deemed to have withdrawn from the Partnership
      upon
      the occurrence of any one of the following events (each such event herein
      referred to as an “Event
      of Withdrawal”):

    


    (a) the
      General Partner voluntarily withdraws from the Partnership by giving written
      notice to the other Partners;

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (b) the
      General Partner transfers all of its rights as general partner pursuant to
      this
      Agreement;

    


    (c) the
      General Partner is removed; 

    


    (d) the
      General Partner (1) makes a general assignment for the benefit of creditors;
      (2)
      files a voluntary bankruptcy petition; (3) files a petition or answer seeking
      for itself a reorganization, arrangement, composition, readjustment liquidation,
      dissolution or similar relief under any law; (4) files an answer or other
      pleading admitting or failing to contest the material allegations of a petition
      filed against the General Partner in a proceeding of the type described in
      clauses (1) — (3) of this sentence; or (5) seeks, consents to or acquiesces in
      the appointment of a trustee, receiver or liquidator of the General Partner
      or
      of all or any substantial part of its properties;

    


    (e) a
      final
      and non-appealable judgment is entered by a court with appropriate jurisdiction
      ruling that the General Partner is bankrupt or insolvent or a final and
      non-appealable order for relief is entered by a court with appropriate
      jurisdiction against the General Partner, in each case under any federal or
      state bankruptcy or insolvency laws as now or hereafter in effect;
      or

    


    (f) a
      certificate of dissolution or its equivalent is filed for the General Partner,
      or 90 days expire after the date of notice to the General Partner of revocation
      of its charter without a reinstatement of its charter, under the laws of its
      state of incorporation.

    


    If
      an
      Event of Withdrawal specified in this Article 12.1.1(d), (e) or (f) occurs,
      the
      withdrawing General Partner shall give written notice to the Limited Partners
      within 30 days after such occurrence. The Partners hereby agree that only the
      Events of Withdrawal described in this Article 12.1 shall result in the
      withdrawal of the General Partner from the Partnership.

    


    12.1.2
      Withdrawal of the General Partner from the Partnership upon the occurrence
      of an
      Event of Withdrawal will not constitute a breach of this Agreement under the
      following circumstances: (i) the General Partner voluntarily withdraws by giving
      at least 90 days’ advance notice to the Limited Partners, such withdrawal to
      take effect on the date specified in such notice; or (ii) at any time that
      the
      General Partner ceases to be a General Partner pursuant to Article 12.1.1(b)
      or
      is removed pursuant to Article 12.2. If the General Partner gives a notice
      of
      withdrawal pursuant to Article 12.1.1(a), holders of at least a majority of
      such
      Outstanding Units (excluding for purposes of such determination any Units owned
      by the General Partner and its Affiliates) may, prior to the effective date
      of
      such withdrawal, elect a successor General Partner. If, prior to the effective
      date of the General Partner’s withdrawal, a successor is not selected by the
      Unitholders as provided herein, the Partnership shall be dissolved in accordance
      with Article 13. If a successor General Partner is elected, such successor
      shall
      be admitted immediately prior to the effective time of the withdrawal or removal
      of the Departing Partner and shall continue the business of the Partnership
      without dissolution.

    


    12.2
      Removal
      of the General Partner.
      The
      General Partner may be removed only if such removal is approved by the
      Unitholders holding at least 66 2/3% of the Outstanding Units (excluding for
      this purpose any Units held by the General Partner and its Affiliates). Any
      such
      action by such holders for removal of the General Partner must also provide
      for
      the election of a successor General Partner by the Unitholders holding a
      majority of the Outstanding Units (excluding for this purpose any Units held
      by
      the General Partner and its Affiliates). Such removal shall be effective
      immediately following the admission of a successor General Partner.


     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    12.3
      Withdrawal
      of a Limited Partner other than the Organizational Limited
      Partner.
      In
      addition to withdrawal of a Limited Partner due to its redemption of Units
      constituting a Redemption Basket under this Agreement, the General Partner
      may,
      at any time, in its sole discretion, require any Limited Partner to withdraw
      entirely from the Partnership or to withdraw a portion of its Partner Capital
      Account, by giving not less than 15 days’ advance written notice to the Limited
      Partner thus designated. In addition, the General Partner without notice may
      require at any time, or retroactively, withdrawal of all or any portion of
      the
      Capital Account of any Limited Partner: (i) that made a misrepresentation to
      the
      General Partner in connection with its purchase of Units; or (ii) whose
      ownership of Units would result in the violation of any law or regulations
      applicable to the Partnership or a Partner. The Limited Partner thus designated
      shall withdraw from the Partnership or withdraw that portion of its Partner
      Capital Account specified in such notice, as the case may be, as of the Close
      of
      Business on such date as determined by the General Partner. The Limited Partner
      thus designated shall be deemed to have withdrawn from the Partnership or to
      have made a partial withdrawal from its Partner Capital Account, as the case
      may
      be, without further action on the part of said Limited Partner and the
      provisions of Article 17.6 shall apply.

    


    ARTICLE
      13

    


    Termination
      and Distribution

    


    13.1
      Termination.
      The
      Partnership shall continue in effect from the date of its formation in
      perpetuity, unless sooner terminated upon the occurrence of any one or more
      of
      the following events:

    


    (a)
      The
      death, adjudication of incompetence, bankruptcy, dissolution, withdrawal, or
      removal of a General Partner who is the sole remaining General Partner, unless
      a
      majority in interest of the Limited Partners within 90 days after such event
      elects to continue the Partnership and appoints a successor General Partner;
      or

    


    (b)
      The
      affirmative vote of a majority in interest of the Limited Partners; provided,
      however, that any such termination shall be subject to the conditions set forth
      in this Agreement.

    


    13.2
      Assumption
      of Agreements.
      No vote
      by the Limited Partners to terminate the Partnership pursuant to Section 13.1(b)
      shall be effective unless, prior to or concurrently with such vote, there shall
      have been established procedures for the assumption of the Partnership’s
      obligations arising under any agreement to which the Partnership is a party
      and
      which is still in force immediately prior to such vote regarding termination,
      and there shall have been an irrevocable appointment of an agent who shall
      be
      empowered to give and receive notices, reports and payments under such
      agreements, and hold and exercise such other powers as are necessary to permit
      all other parties to such agreements to deal with such agent as if the agent
      were the sole owner of the Partnership’s interest, which procedures are agreed
      to in writing by each of the other parties to such agreements.

    


    13.3
      Distribution
      

    


    13.3.1
      Upon termination of the Partnership, the affairs of the Partnership shall be
      wound up and all of its debts and liabilities discharged or otherwise provided
      for in the order of priority as provided by law. The fair market value of the
      remaining assets of the Partnership shall then be determined by the General
      Partner. Thereupon, the assets of the Partnership shall be distributed to the
      Partners pro rata in accordance with their Units. Each Partner shall receive
      its
      share of the assets in cash or in kind, and the proportion of such share that
      is
      received in cash may vary from Partner to Partner, all as the General Partner
      in
      its sole discretion may decide. If such distributions are insufficient to return
      to any Partner the full amount of its Capital Contributions, such Partner shall
      have no recourse against any other Partner.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    13.3.2
      The winding up of the affairs of the Partnership and the distribution of its
      assets shall be conducted exclusively by the General Partner or its successor,
      which is hereby authorized to do all acts authorized by law for these purposes.
      Without limiting the generality of the foregoing, the General Partner, in
      carrying out such winding up and distribution, shall have full power and
      authority to sell all or any of the Partnership’s assets or to distribute the
      same in kind to the Partners.

    


    ARTICLE
      14

    


    Meetings

    


    14.1
      Meeting
      of Limited Partners.
      Upon the
      written request of 20% or more in interest of the Limited Partners, the General
      Partner may, but is not required to, call a meeting of the Limited Partners.
      Notice of such meeting shall be given within 30 days after, and the meeting
      shall be held within 60 days after, receipt of such request. The General Partner
      may also call a meeting not less than 20 and not more than 60 days prior to
      the
      meeting. Any such notice shall state briefly the purpose of the meeting, which
      shall be held at a reasonable time and place.

    


    ARTICLE
      15

    


    Power
      of
      Attorney

    


    15.1
      Appointment.
      Each
      Limited Partner and each Assignee hereby constitutes and appoints each of the
      General Partner and, if a liquidator shall have been selected, the liquidator
      severally (and any successor to either thereof by merger, transfer, assignment,
      election or otherwise) and each of their respective authorized officers and
      attorneys-in-fact with full power of substitution, as its true and lawful agent
      and attorney-in-fact with full power and authority in its name, place and stead
      to:

    


    (a)
      execute, swear to, acknowledge, deliver, file and record in the appropriate
      public offices (i) all certificates, documents and other instruments (including,
      without limitation, this Agreement and the Certificate of Limited Partnership
      and all amendments or restatements thereof) that the General Partner or the
      liquidator deems necessary or appropriate to form, qualify or continue the
      existence or qualification of the Partnership as a limited partnership (or
      a
      partnership in which the limited partners have limited liability) in the State
      of Delaware and in all other jurisdictions in which the Partnership may conduct
      business or own property, (ii) all certificates, documents and other instruments
      that the General Partner or the liquidator deems necessary or appropriate to
      reflect, in accordance with its terms, any amendment, change, modification
      or
      restatement of this Agreement, (iii) all certificates, documents and other
      instruments (including, without limitation, conveyances and a certificate of
      cancellation) that the General Partner or the liquidator deems necessary or
      appropriate to reflect the dissolution and liquidation of the Partnership
      pursuant to the terms of this Agreement, (iv) all certificates, documents and
      other instruments relating to the admission, withdrawal, removal or substitution
      of any Partner or the Capital Contribution of any Partner, (v) all certificates,
      documents and other instruments relating to the determination of the rights,
      preferences and privileges of Units issued, and (vi) all certificates documents
      and other instruments (including, without limitation, agreements and a
      certificate of merger) relating to a merger or consolidation of the
      Partnership;

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (b)
      execute, swear to, acknowledge, deliver, file and record all ballots, consents,
      approval waivers, certificates and other instruments necessary or appropriate,
      in the sole discretion of the General Partner or the liquidator, to make,
      evidence, give, confirm or ratify any vote, consent, approval, agreement or
      other action that is made or given by the Partners hereunder or is consistent
      with the terms of this Agreement or is necessary or appropriate, in the sole
      discretion of the General Partner or the liquidator, to effectuate the terms
      or
      intent of this Agreement, provided, that when required by this Agreement that
      establishes a percentage of the Limited Partners or of the Limited Partners
      of
      any class or series required to take any action, the General Partner or the
      liquidator may exercise the power of attorney made in this Article 15 only
      after
      the necessary vote, consent or approval of the Limited Partners or of the
      Limited Partners of such class or series;

    


    15.2
      Survival.
      The
      foregoing power of attorney is hereby declared to be irrevocable and a power
      coupled with an interest and it shall survive and not be affected by the
      subsequent death, incompetence, disability, incapacity, dissolution, bankruptcy
      or termination of any Limited Partner or Assignee and the transfer of all or
      any
      portion of such Limited Partner’s or Assignee’s Partnership interest and shall
      extend to such Limited Partners or Assignee’s heirs, successors, assigns and
      personal representatives. Each such Limited Partner or Assignee hereby agrees
      to
      be bound by any representation made by the General Partner or the liquidator
      acting in good faith pursuant to such power of attorney; and each such Limited
      Partner or Assignee hereby waives any and all defenses that may be available
      to
      contest, negate or disaffirm the action of the General Partner or the liquidator
      taken in good faith under such power of attorney. Each Limited Partner or
      Assignee shall execute and deliver to the General Partner or the liquidator,
      within 15 days after receipt of the General Partner’s or the liquidator’s
      request therefor, such further designations, powers of attorney and other
      instruments as the General Partner or the liquidator deems necessary to
      effectuate this Agreement and the purposes of the Partnership.

    


    ARTICLE
      16

    


    Creation
      of Units

    


    16.1
      General.
      The
      Partnership will create and redeem Units from time to time, but only in one
      or
      more Creation Baskets or Redemption Baskets (a block of 100,000 Units shall
      be
      referred to as a “Basket”). The creation and redemption of Baskets will only be
      made in exchange for delivery to the Partnership or the distribution by the
      Partnership of the amount of United States government securities with maturities
      of 2 years or less (“Treasuries”)
      and any
      cash represented by the Baskets being created or redeemed, the amount of which
      will be based on the combined NAV of the number of Units included in the Baskets
      being created or redeemed determined on the day the order to create or redeem
      Baskets is properly received.

    


    16.2
      Creation
      Procedures.
      On any
      Business Day, a Participant, may place an order with the Partnership’s marketing
      agent to create one or more Baskets. Purchase orders must be placed by 12:00
      PM
      New York time or the close of regular trading on the American Stock Exchange,
      whichever is earlier; except in the case of the Initial Limited Partner’s
      initial order to purchase one or more Creation Baskets on the first day the
      Baskets are to be offered and sold, when such orders shall be placed by 9:00
      AM
      New York time on the day agreed to by the General Partner and the Initial
      Limited Partner. The day on which the marketing agent receives a valid purchase
      order is the purchase order date. By placing a purchase order, the Participant
      agrees to deposit Treasuries with the Partnership, or a combination of
      Treasuries and cash. Prior to the delivery of Baskets for a purchase order,
      the
      Participant must also have wired to the custodian the non-refundable creation
      transaction fee described in this Article 16.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    16.3
      Determination
      of Required Deposits.
      The
      total deposit required to create each Basket (“Creation
      Basket Deposit”)
      is an
      amount of Treasuries and cash with a value that is in the same proportion to
      the
      total assets of the Partnership (net of estimated accrued but unpaid fees,
      expenses and other liabilities) on the date the order to purchase is properly
      received as the number of Units to be created under the purchase order is in
      proportion to the total number of Units outstanding on the date the order is
      received. The General Partner determines, in its sole discretion or in
      consultation with the administrator of the Partnership, the requirements for
      Treasuries that may be included in deposits to create Baskets and publishes,
      or
      its agent publishes on its behalf, such requirements at the beginning of each
      Business Day. The amount of cash deposit required is the difference between
      (i)
      the aggregate market value of the Treasuries included in a Creation Basket
      Deposit as of 4:00 PM on the date the order to purchase properly was made and
      (ii) the total required deposit.

    


    16.4
      Delivery
      of Required Deposits.
      A
      Participant who places a purchase order is responsible for transferring to
      the
      Partnership’s account with the custodian the required amount of Treasuries and
      cash by the end of the third Business Day following the purchase order date.
      Upon receipt of the deposit amount, the administrator will direct DTC to credit
      the number of Baskets ordered to the Participant’s DTC account on the third
      Business Day following the purchase order date. The expense and risk of delivery
      and ownership of Treasuries until such Treasuries have been received by the
      custodian on behalf of the Partnership shall be borne solely by the
      Participant.

    


    16.5
      Rejection
      of Purchase Orders.
      The
      General Partner, or its marketing agent on its behalf, may reject a purchase
      order or a Creation Basket Deposit if: (1) it determines that the purchase
      order
      or the Creation Basket Deposit is not in proper form; (2) the General Partner
      believes that the purchase order or the Creation Basket Deposit would have
      adverse tax consequences to the Partnership or Limited Partners; (3) the
      acceptance or receipt of the Creation Basket Deposit would, in the opinion
      of
      counsel to the General Partner, be unlawful; or (4) circumstances outside the
      control of the General Partner, marketing agent or custodian make it, for all
      practical purposes, not feasible to process creations of Baskets. None of the
      General Partner, marketing agent or custodian will be liable for the rejection
      of any purchase order or Creation Basket Deposit.

    


    16.6
      Creation
      Transaction Fee.
      To
      compensate the Partnership for its expenses in connection with the creation
      of
      Baskets, a Participant is required to pay a transaction fee to the Partnership
      of $1,000 per order to create Baskets. An order may include multiple Baskets.
      The transaction fee may be reduced, increased or otherwise changed by the
      General Partner. The General Partner shall notify DTC in advance of any change
      in the transaction fee and will not implement any increase in the fee for the
      creation of Baskets until 30 days after the date of the notice.

    


    ARTICLE
      17

    


    Redemption
      of Units

    


    17.1
      General.
      The
      procedures by which a Participant can redeem one or more Baskets mirror the
      procedures for the creation of Baskets. On any Business Day, a Participant
      may
      place an order with the marketing agent to redeem one or more Baskets.
      Redemption orders must be placed by 12:00 PM New York time or the close of
      regular trading on the American Stock Exchange, whichever is earlier. A
      redemption order so received is effective on the date it is received in
      satisfactory form by the marketing agent. The day on which the marketing agent
      receives a valid redemption order is the redemption order date. By placing
      a
      redemption order, a Participant agrees to deliver the Baskets to be redeemed
      through DTC’s book-entry system to the Partnership not later than 3:00 PM New
      York time on the third Business Day following the effective date of the
      redemption order. Prior to the delivery of the redemption distribution for
      a
      redemption order, the Participant must also have wired to the Partnership’s
      account with the custodian the non-refundable redemption transaction fee
      described in this Article 17.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    17.2
      Determination
      of Redemption Distribution.
      The
      redemption distribution from the Partnership consists of a transfer to the
      redeeming Participant of an amount of Treasuries and/or cash with a value that
      is in the same proportion to the total assets of the Partnership (net of
      estimated accrued but unpaid fees, expenses and other liabilities) on the date
      the order to redeem is properly received as the number of Units to be redeemed
      under the redemption order is in proportion to the total number of Units
      outstanding on the date the order to redeem is received. The General Partner,
      directly or through its agent, will determine the requirements for Treasuries
      and the amount of cash, including the maximum permitted remaining maturity
      of a
      Treasury, and the proportions of Treasuries and cash, that may be included
      in
      distributions to redeem Baskets. The marketing agent will publish such
      requirements as of 4:00 PM New York time on the redemption order
      date.

    


    17.3
      Delivery
      of Redemption Distribution.
      The
      redemption distribution due from the Partnership is delivered to the Participant
      by 3:00 PM New York time on the third Business Day following the redemption
      order date if, by 3:00 PM New York time on such third Business Day, the
      Partnership’s DTC account has been credited with the Baskets to be redeemed. If
      the Partnership’s DTC account has not been credited with all of the Baskets to
      be redeemed by such time, the redemption distribution is delivered to the extent
      of whole Baskets received. Any remainder of the redemption distribution is
      delivered on the next Business Day to the extent of remaining whole Baskets
      received if the Partnership (1) receives the fee applicable to the extension
      of
      the redemption distribution date which the General Partner may, from time to
      time, determine and (2) the remaining Baskets to be redeemed are credited to
      the
      Partnership’s DTC account by 3:00 PM New York time on such next Business Day.
      Any further remaining amount of the redemption order shall be cancelled and
      the
      Participant will indemnify the Partnership for any losses, if any, due to such
      cancellation, including but not limited to the difference in the price of
      investments sold as a result of the redemption order and investments made to
      reflect that such order has been cancelled. The custodian is also authorized
      to
      deliver the redemption distribution notwithstanding that the Baskets to be
      redeemed are not credited to the Partnership’s DTC account by 3:00 PM New York
      time on the third Business Day following the redemption order date if the
      Participant has collateralized its obligation to deliver the Baskets through
      DTC’s book entry system on such terms as the General Partner may from time to
      time determine.

    


    17.4
      Suspension
      or Rejection of Redemption orders.
      The
      General Partner may, in its discretion, suspend the right of redemption, or
      postpone the redemption settlement date, (1) for any period during which any
      of
      the New York Mercantile Exchange, the American Stock Exchange or the New York
      Stock Exchange is closed other than customary weekend or holiday closings,
      or
      trading on the American Stock Exchange is suspended or restricted, (2) for
      any
      period during which an emergency exists as a result of which delivery, disposal
      or evaluation of Treasuries is not reasonably practicable, or (3) for such
      other
      period as the General Partner determines to be necessary for the protection
      of
      the Limited Partners. None of the General Partner, the marketing agent or the
      custodian will be liable to any person or in any way for any loss or damages
      that may result from any such suspension or postponement. The General Partner
      will reject a redemption order if the order is not in proper form or if the
      fulfillment of the order, in the opinion of its counsel, might be
      unlawful.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    17.5
      Redemption
      Transaction Fee.
      To
      compensate the Partnership for its expenses in connection with the redemption
      of
      Baskets, a Participant is required to pay a transaction fee to the Partnership
      of $1,000 per order to redeem Baskets. An order may include multiple Baskets.
      The transaction fee may be reduced, increased or otherwise changed by the
      General Partner. The General Partner shall notify DTC in advance of any change
      in the transaction fee and will not implement any increase in the fee for the
      redemption of Baskets until 30 days after the date of the notice.

    


    17.6
      Required
      Redemption.
      The
      General Partner may, at any time, in its sole discretion, require any Limited
      Partner to withdraw entirely from the Partnership or to withdraw a portion
      of
      its Partner Capital Account, by giving not less than 15 days advance written
      notice to the Limited Partner thus designated. In addition, the General Partner
      without notice may require at any time, or retroactively, withdrawal of all
      or
      any portion of the Capital Account of any Limited Partner: (i) that the General
      Partner determines is a benefit plan investor (within the meaning of the
      Department of Labor Regulation (s) 2510.3-101(f)(2)) in order for the assets
      of
      the Partnership not to be treated as plan assets under ERISA; (ii) that made
      a
      misrepresentation to the General Partner in connection with its purchase of
      Units; or (iii) whose ownership of Units would result in the violation of any
      law or regulations applicable to the Partnership or a Partner. The Limited
      Partner thus designated shall withdraw from the Partnership or withdraw that
      portion of its Partner Capital Account specified in such notice, as the case
      may
      be, as of the Close of Business on such date as determined by the General
      Partner. The Limited Partner thus designated shall be deemed to have withdrawn
      from the Partnership or to have made a partial withdrawal from its Partner
      Capital Account, as the case may be, without further action on the part of
      said
      Limited Partner.

    


    ARTICLE
      18

    


    Miscellaneous

    


    18.1
      Notices.
      Any
      notice, offer, consent or other communication required or permitted to be given
      or made hereunder shall be in writing and shall be deemed to have been
      sufficiently given or made when delivered personally to the party (or an officer
      of the party) to whom the same is directed, or (except in the event of a mail
      strike) 5 Business Days after being mailed by first-class mail, postage prepaid,
      if to the Partnership or to a General Partner, or if to a Limited Partner,
      to
      the address set forth on Exhibit C hereof. Any Partner may change its address
      for the purpose of this Article by giving notice of such change to the
      Partnership, such change to become effective on the 10th Business Day after
      such
      notice is given.

    


    18.2
      Waiver
      of Partition.
      Each
      Partner hereby irrevocably waives during the term of the Partnership any right
      that it may have to maintain any action for partition with respect to any
      Partnership property.

    


    18.3
      Governing
      Law, Successors, Severability.
      This
      Agreement shall be governed by the laws of the State of Delaware, as such laws
      are applied by Delaware courts to agreements entered into and to be performed
      in
      Delaware by and between residents of Delaware and shall, subject to the
      restrictions on transferability set forth herein, bind and inure to the benefit
      of the heirs, executors, personal representatives, successors and assigns of
      the
      parties hereto. If any provision of this Agreement shall be held to be invalid,
      the remainder of this Agreement shall not be affected thereby.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    18.4
      Consent
      to Jurisdiction.
      The
      General Partner and the Limited Partners hereby (i) irrevocably submit to the
      non-exclusive jurisdiction of any Delaware state court or federal court sitting
      in Wilmington, Delaware in any action arising out of or relating to this
      Agreement, and (ii) consent to the service of process by mail. Nothing herein
      shall affect the right of any party to serve legal process in any manner
      permitted by law or affect its right to bring any action in any other court.
      Each party agrees that, in the event that any dispute arising from or relating
      to this Agreement becomes subject to any judicial proceeding, such party, to
      the
      fullest extent permitted by applicable law, waives any right it may otherwise
      have to (a) seek punitive or consequential damages, or (b) request a trial
      by
      jury.

    


    18.5
      Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties; it supersedes
      any
      prior agreement or understanding among them, oral or written, all of which
      are
      hereby canceled. This Agreement may not be modified or amended other than
      pursuant to Articles 3 and 15.

    


    18.6
      Headings.
      The
      headings in this Agreement are inserted for convenience of reference only and
      shall not affect interpretation of this Agreement. Wherever from the context
      it
      appears appropriate, each term stated in either the singular or the plural
      shall
      include the singular and the plural and pronouns stated in either the masculine
      or the neuter gender shall include the masculine, the feminine and the
      neuter.

    


    18.7
      No
      Waiver.
      The
      failure of any Partner to seek redress for violation, or to insist on strict
      performance, of any covenant or condition of this Agreement shall not prevent
      a
      subsequent act which would have constituted a violation from having the effect
      of an original violation.

    


    18.8
      Legends.
      If
      certificates for any interest or interests are issued evidencing a Limited
      Partner’s interest in the Partnerships, each such certificate shall bear such
      legends as may be required by applicable federal and state laws, or as may
      be
      deemed necessary or appropriate by the General Partner to reflect restrictions
      upon transfer contemplated herein.

    


    18.9
      Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which shall constitute one and the same
      instrument.

    


    18.10
      Relationship
      between the Agreement and the Act.
      Regardless of whether any provisions of this Agreement specifically refer to
      particular Default Rules (as defined below), (a) if any provision of this
      Agreement conflicts with a Default Rule, the provision of this Agreement
      controls and the Default Rule is modified or negated accordingly, and (b) if
      it
      is necessary to construe a Default Rule as modified or negated in order to
      effectuate any provision of this Agreement, the Default Rule is modified or
      negated accordingly. For purposes of this Article 18.10, “Default
      Rule”
      shall
      mean a rule stated in the Act that applies except to the extent it is negated
      or
      modified through the provisions of the Partnership’s certificate of limited
      partnership or this Agreement.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
      first appearing above.

     

    
      	 	 	 
	 	
              General
                Partner

              Victoria Bay Asset Management, LLC

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Howard Mah
	 	
              
Name:
              Howard Mah
	 	Title:
              Management Director


       

      
        	 	 	 
	 	
                Initial
                  Limited Partner

                Kellogg Capital Group, LLC

              
	 
 	 
 	 
 
	
              	By:  	/s/
                Stephen O’Grady
	 	
                
Name:
                Stephen O’Grady
	 	Title:
                Senior Managing Director




      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      A

    


    
      	
              Assets

            	 	
              Management
                Fee 

            
	
              First
                $1,000,000,000 

            	 	
              0.60%
                of NAV

            
	
              After
                the first $1,000,000,000 

            	 	
              0.50%
                of NAV

            


    

     

    Fees
      and
      Expenses are calculated on a daily basis and paid on a monthly basis (accrued
      at
      1/365 of applicable percentage of the NAV on that day).

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    FORM
      OF GLOBAL CERTIFICATE

    


    Evidencing
      Units Representing Limited Partner Interests

    in
      United States Natural Gas Fund, LP

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE FUND OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

    


    This
      is
      to certify that Cede & Co. is the owner and registered holder of this
      Certificate evidencing the ownership of issued and outstanding Limited Partner
      Units (“Units”),
      each of
      which represents a fractional undivided unit of a beneficial interest in United
      States Natural Gas Fund, LP (the “Fund”),
      a
      Delaware limited partnership. Capitalized terms used not defined herein have
      the
      meaning given to such terms in the Second Amended and Restated Agreement of
      Limited Partnership, as amended, supplemented or restated to the date hereof
      (the “Limited
      Partnership Agreement”).

    


    At
      any
      given time, this Certificate shall represent the limited units of beneficial
      interest in the Fund purchased by a particular authorized Participant on the
      date of this Certificate. The Limited Partnership Agreement of the Fund provides
      for the deposit of cash with the Fund from time to time and the issuance by
      the
      Fund of additional Creation Baskets representing the undivided units of
      beneficial interest in the assets of the Fund. At the request of the registered
      holder, this Certificate may be exchanged for one or more Certificates issued
      to
      the registered holder in such denominations as the registered holder may
      request; provided, however, that in the aggregate, the Certificates issued
      to
      the registered holder hereof shall represent all Units outstanding at any given
      time.

    


    Each
      authorized Participant hereby grants and conveys all of its rights, title and
      interest in and to the Fund to the extent of the undivided interest represented
      hereby to the registered holder of this Certificate subject to and in pursuance
      of the Limited Partnership Agreement, all the terms, conditions and covenants
      of
      which are incorporated herein as if fully set forth at length.

    


    The
      registered holder of this Certificate is entitled at any time upon tender of
      this Certificate to the Fund, endorsed in blank or accompanied by all necessary
      instruments of assignment and transfer in proper form, at its principal office
      in the State of California and, upon payment of any tax or other governmental
      charges, to receive at the time and in the manner provided in the Limited
      Partnership Agreement, such holder’s ratable portion of the assets of the Fund
      for each Redemption Basket tendered and evidenced by this
      Certificate.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    The
      holder of this Certificate, by virtue of the purchase and acceptance hereof,
      assents to and shall be bound by the terms of the Limited Partnership Agreement,
      copies of which are on file and available for inspection at reasonable times
      during business hours at the principal business office of the General
      Partner.

    


    The
      Fund
      may deem and treat the person in whose name this Certificate is registered
      upon
      the books of the Fund as the owner hereof for all purposes and the Fund shall
      not be affected by any notice to the contrary.

    


    The
      Limited Partnership Agreement and this Certificate are executed and delivered
      by
      Victoria Bay Asset Management, LLC as General Partner of the Fund, in the
      exercise of the powers and authority conferred and vested in it by the Limited
      Partnership Agreement. The representations, undertakings and agreements made
      on
      the part of the Fund in the Limited Partnership Agreement or this Certificate
      are made and intended not as personal representations, undertakings and
      agreements by the General Partner, other than acting in its capacity as such,
      but are made and intended for the purpose of binding only the Fund. Nothing
      in
      the Limited Partnership Agreement or this Certificate shall be construed as
      imposing any liability on the General Partner, individually or personally,
      to
      fulfill any representation, undertaking or agreement other than as provided
      in
      the Limited Partnership Agreement or this Certificate.

    


    THE
      HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF UNITED STATES NATURAL
      GAS FUND, LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR
      OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD VIOLATE THE THEN APPLICABLE FEDERAL
      OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
      COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY
      WITH JURISDICTION OVER SUCH TRANSFER, TERMINATE THE EXISTENCE OR QUALIFICATION
      OF UNITED STATES NATURAL GAS FUND, LP UNDER THE LAWS OF THE STATE OF DELAWARE,
      OR CAUSE UNITED STATES NATURAL GAS FUND, LP TO BE TREATED AS AN ASSOCIATION
      TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL
      INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). VICTORIA
      BAY ASSET MANAGEMENT, LLC, THE GENERAL PARTNER OF UNITED STATES NATURAL GAS
      FUND, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY
      IF
      IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID
      A SIGNIFICANT RISK OF UNITED STATES NATURAL GAS FUND, LP BECOMING TAXABLE AS
      A
      CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX
      PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT
      OF
      ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES
      OF
      ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED
      TO
      TRADING.

    


    This
      Certificate shall not become valid or binding for any purpose until properly
      executed by the General Partner. 

    


    IN
      WITNESS WHEREOF, the General Partner of the Fund has caused this Certificate
      to
      be executed in its name by the manual or facsimile signature of one of its
      Authorized Persons.

     

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

              

              Date:

            	 	 	
            


    

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    


    ADDRESSES
      FOR NOTICE

    


    Victoria
      Bay Asset Management, LLC

    1320
      Harbor Bay Parkway, Suite 145

    Alameda,
      California 9450

    


    with
      a
      copy to

    


    Brown
      Brothers Harriman & Co.

    40
      Water
      Street

    Boston,
      MA 02109

    Attention:
      Manager, Fund Administration Department

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    APPLICATION
      FOR TRANSFER OF UNITS

    


    Transferees
      of Units must execute and deliver this application to United
      States Natural Gas Fund, LP, c/o Victoria Bay Asset Management, LLC, 1320 Harbor
      Bay Parkway, Suite 145, Alameda, California 94502, to
      be
      admitted as limited partners to United States Natural Gas Fund, LP.

    


    The
      undersigned (“Assignee”)
      hereby
      applies for transfer to the name of the Assignee of the Units evidenced hereby
      and hereby certifies to United States Natural Gas Fund, LP (the “Partnership”)
      that
      the Assignee (including to the best of Assignee’ s knowledge, any person for
      whom the Assignee will hold the Units) is an Eligible Holder.*

    


    The
      Assignee (a) requests admission as a Limited Partner and agrees to comply with
      and be bound by, and hereby executes, the Second Amended and Restated Agreement
      of Limited Partnership of the Partnership, as amended, supplemented or restated
      to the date hereof (the “Limited
      Partnership Agreement”),
      (b)
      represents and warrants that the Assignee has all right, power and authority
      and, if an individual, the capacity necessary to enter into the Limited
      Partnership Agreement, (c) appoints the General Partner of the Partnership
      and,
      if a Liquidator shall be appointed, the Liquidator of the Partnership as the
      Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any
      document, including, without limitation, the Limited Partnership Agreement
      and
      any amendment thereto and the Certificate of Limited Partnership of the
      Partnership and any amendment thereto, necessary or appropriate for the
      Assignee’s admission as a Substituted Limited Partner and as a party to the
      Limited Partnership Agreement, (d) gives the powers of attorney provided for
      in
      the Limited Partnership Agreement, and (e) makes the waivers and gives the
      consents and approvals contained in the Limited Partnership Agreement.
      Capitalized terms used but not defined herein have the meanings given to such
      terms in the Limited Partnership Agreement.

    


    Date:
      _______________________

    


    _________________________________  ________________________________________________

    Social
      Security or other identifying    Signature
      of Assignee

    number
      of
      Assignee

    


    _________________________________  ________________________________________________

    Purchase
      Price including commissions, if any   Name
      and
      Address of Assignee

    


    Type
      of
      Entity (check one): 

    


    
      	
              Individual

            	
              Partnership

            	
              Corporation

            
	
              Trust

            	
              Other
                (specify)

            	 


    

     

    If
      not an
      Individual (check one): 

    


    the
      entity is subject to United States federal income taxation on the income
      generated by the Partnership;

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    the
      entity is not subject to United States federal income taxation, but it is a
      pass-through entity and all of its beneficial owners are subject to United
      States federal income taxation on the income generated by the
      Partnership;

    


    the
      entity is not subject to United States federal income taxation and it is (a)
      not
      a pass-through entity or (b) a pass-through entity, but not all of its
      beneficial owners are subject to United States federal income taxation on the
      income generated by the Partnership. Important
      Note—
by
      checking this box, the Assignee is contradicting its certification that it
      is an
      Eligible Holder.

    


    *
      The
      Term “Eligible
      Holder”
      means
      (a) an individual or entity subject to United States federal income taxation
      on
      the income generated by the Partnership; or (b) an entity not subject to United
      States federal income taxation on the income generated by the Partnership,
      so
      long as all of the entity’s owners are subject to United States federal income
      taxation on the income generated by the Partnership. Individuals or entities
      are
      subject to taxation, in the context of defining an Eligible Holder, to the
      extent they are taxable on the items of income and gain allocated by the
      Partnership. Schedule I hereto contains a list of various types of investors
      that are categorized and identified as either “Eligible Holders” or
“Non-Eligible Holders.”

    


    Nationality
      (check one): 

    


    U.S.
      Citizen, Resident or Domestic Entity**         
      Non-resident Alien**

    


    Foreign
      Corporation**

    


    **
      As
      those terms are defined in the Code.

    


    If
      the
      U.S. Citizen, Resident or Domestic Entity box is checked, the following
      certification must be completed.

    


    Under
      Section 1445(e) of the Internal Revenue Code of 1986, as amended (the
“Code”),
      the
      Partnership must withhold tax with respect to certain transfers of property
      if a
      holder of an interest in the Partnership is a foreign person. To inform the
      Partnership that no withholding is required with respect to the undersigned
      interestholder’s interest in it, the undersigned hereby certifies the following
      (or, if applicable, certifies the following on behalf of the
      interestholder).

    


    Complete
      Either A or B: 

    


    A. Individual
      Interestholder 

    


    1. I
      am not
      a non-resident alien for purposes of U.S. income taxation. 

    


    2. My
      U.S.
      taxpayer identification number (Social Security Number) is
      ____________

    


    3. My
      home
      address is __________________ 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    B. Partnership,
      Corporation or Other Interestholder 

    


    1.
      The
      interestholder is not a foreign corporation, foreign partnership, foreign trust
      or foreign estate (as those terms are defined in the Code and Treasury
      regulations).

    


    2.
      The
      interestholder’s U.S. employer identification number is
      __________________

    


    3.
      The
      interestholder’s office address and place of incorporation (if applicable) is
      __________________

    


    The
      interestholder agrees to notify the Partnership within sixty (60) days of the
      date the interestholder becomes a foreign person.

    


    The
      interestholder understands that this certificate may be disclosed to the
      Internal Revenue Service by the Partnership and that any false statement
      contained herein could be punishable by fine, imprisonment or both.

    


    Under
      penalties of perjury, I declare that I have examined this certification and,
      to
      the best of my knowledge and belief, it is true, correct and complete and,
      if
      applicable, I further declare that I have authority to sign this document on
      behalf of:

    


    Name
      of
      Interestholder
      ________________________________________________________________________________________

    


    Signature
      and Date
      __________________________________________________________________________________________

    


    Title
      (if
      applicable)
      __________________________________________________________________________________________

    


    Note:
      If
      the Assignee is a broker, dealer, bank, trust company, clearing corporation,
      other nominee holder or an agent of any of the foregoing, and is holding for
      the
      account of any other person, this application should be completed by an officer
      thereof or, in the case of a broker or dealer, by a registered representative
      who is a member of a registered national securities exchange or a member of
      FINRA, or, in the case of any other nominee holder, a person performing a
      similar function. If the Assignee is a broker, dealer, bank, trust company,
      clearing corporation, other nominee owner or an agent of any of the foregoing,
      the above certification as to any person for whom the Assignee will hold the
      Units shall be made to the best of the Assignee’s knowledge.

    


    
      
        
        

      

      
        44