0001144204-09-057570 Sample Contracts

UNITED STATES NATURAL GAS FUND, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
United States Natural Gas Fund, LP • November 9th, 2009 • Commodity contracts brokers & dealers • Delaware

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.

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

MARKETING AGENT AGREEMENT (the “Agreement”) made as of April 17, 2007, by and among United States Natural Gas 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 Natural Gas Fund, LP • Commodity contracts brokers & dealers • New York

THIS CUSTODIAN AGREEMENT (this “Agreement”), dated as of March 5, 2007, is entered into among UNITED STATES NATURAL GAS 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 Natural Gas Fund, LP • Commodity contracts brokers & dealers • New York

THIS ADMINISTRATIVE AGENCY AGREEMENT (the “Agreement”) is made as of March 5, 2007 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 NATURAL GAS FUND, LP, a limited partnership organized under the laws of the State of Delaware (the “Fund”).

AMENDMENT AGREEMENT DATED AS OF MARCH 24, 2008 TO THE MARKETING AGENT AGREEMENT DATED AS OF APRIL 17, 2007
Amendment Agreement • November 9th, 2009 • United States Natural Gas Fund, LP • Commodity contracts brokers & dealers • New York

The parties have previously entered into that certain Marketing Agent Agreement dated as of April 17, 2007 (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 5, 2007
Amendment Agreement • November 9th, 2009 • United States Natural Gas Fund, LP • Commodity contracts brokers & dealers • New York

The parties have previously entered into that certain Administrative Agency Agreement dated as of March 5, 2007 (the “Agreement”). The parties have agreed to amend the Agreement in accordance with the terms of this Amendment.

FOURTH AMENDED AND RESTATED 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 Natural Gas 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.

AMENDMENT AGREEMENT DATED AS OF OCTOBER 27, 2008 TO THE CUSTODIAN AGREEMENT DATED AS OF MARCH 5, 2007
Amendment Agreement • November 9th, 2009 • United States Natural Gas Fund, LP • Commodity contracts brokers & dealers • New York

The parties have previously entered into that certain Custodian Agreement dated as of March 5, 2007 (the “Agreement”). The parties have agreed to amend the Agreement in accordance with the terms of this Amendment.

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