0001144204-09-057457 Sample Contracts

UNITED STATES OIL FUND, LP FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
United States Oil Fund, LP • November 9th, 2009 • Commodity contracts brokers & dealers • Delaware

This Fifth Amended and Restated Agreement of Limited Partnership (this “Agreement”), effective as of October 13, 2008, is entered into by and among United States Commodity Funds LLC, formerly Victoria Bay Asset Management, LLC, a Delaware limited liability company, as General 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.

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LIMITED LIABILITY COMPANY AGREEMENT OF UNITED STATES COMMODITY FUNDS LLC Dated as of June 12, 2008
Limited Liability Company Agreement • November 9th, 2009 • United States Oil Fund, LP • Commodity contracts brokers & dealers

THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of UNITED STATES COMMODITY FUNDS LLC, is entered into as of the 12th day of June, 2008, by Wainwright Holdings, Inc., as the sole member of the limited liability company.

UNITED STATES OIL FUND, LP MARKETING AGENT AGREEMENT
Marketing Agent Agreement • November 9th, 2009 • United States Oil Fund, LP • Commodity contracts brokers & dealers • New York

MARKETING AGENT AGREEMENT (the “Agreement”) made as of March 13, 2006, by and between United States Oil Fund, LP, a Delaware limited partnership (the “Fund”), Victoria Bay Asset Management, LLC, a Delaware limited liability company, as General Partner of the Fund (the “General Partner”) and ALPS Distributors, Inc., a Colorado corporation (the “Marketing Agent”).

CUSTODIAN AGREEMENT
Custodian Agreement • November 9th, 2009 • United States Oil Fund, LP • Commodity contracts brokers & dealers • New York

THIS AGREEMENT, dated as of March 13, 2006, among UNITED STATES OIL FUND, LP, a limited partnership organized under the laws of the State of Delaware (the Fund), VICTORIA BAY ASSET MANAGEMENT, LLC, a Delaware limited liability company and General Partner of the Fund (the General Partner), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian),

ADMINISTRATIVE AGENCY AGREEMENT
Administrative Agency Agreement • November 9th, 2009 • United States Oil Fund, LP • Commodity contracts brokers & dealers • New York

THIS AGREEMENT is made as of March 13, 2006 by and among BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Administrator”), VICTORIA BAY ASSET MANAGEMENT, LLC, a Delaware limited liability company (the “General Partner”) and UNITED STATES OIL FUND, LP, a limited partnership organized under the laws of the State of Delaware (the “Fund”).

AMENDMENT AGREEMENT DATED AS OF OCTOBER 27, 2008 TO THE CUSTODIAN AGREEMENT DATED AS OF MARCH 13, 2006
Amendment Agreement • November 9th, 2009 • United States Oil Fund, LP • Commodity contracts brokers & dealers • New York

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

SECOND AMENDMENT AGREEMENT DATED AS OF MARCH 24, 2008 TO THE MARKETING AGENT AGREEMENT DATED AS OF MARCH 13, 2006
Second Amendment Agreement • November 9th, 2009 • United States Oil Fund, LP • Commodity contracts brokers & dealers • New York

The parties have previously entered into that certain Marketing Agent Agreement dated as of March 13, 2006 (the “Agreement”). The parties have agreed to amend the Agreement in accordance with the terms of this Amendment.

AMENDMENT AGREEMENT DATED AS OF OCTOBER 27, 2008 TO THE ADMINISTRATIVE AGENCY AGREEMENT DATED AS OF MARCH 13, 2006
Amendment Agreement • November 9th, 2009 • United States Oil Fund, LP • Commodity contracts brokers & dealers • New York

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

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