0001144204-09-060001 Sample Contracts

UNITED STATES GASOLINE FUND, LP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
United States Gasoline Fund, LP • November 16th, 2009 • Commodity contracts brokers & dealers • Delaware

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) executed on February 11, 2008, 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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CUSTODIAN AGREEMENT
Custodian Agreement • November 16th, 2009 • United States Gasoline Fund, LP • Commodity contracts brokers & dealers • New York

THIS CUSTODIAN AGREEMENT (this “Agreement”), dated as of January 16, 2008, is entered into among UNITED STATES GASOLINE 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 16th, 2009 • United States Gasoline Fund, LP • Commodity contracts brokers & dealers • New York

THIS ADMINISTRATIVE AGENCY AGREEMENT (the “Agreement”) is made as of February 7, 2008 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 GASOLINE 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 FEBRUARY 15, 2008
Amendment Agreement • November 16th, 2009 • United States Gasoline Fund, LP • Commodity contracts brokers & dealers • New York

The parties have previously entered into that certain Marketing Agent Agreement dated as of February 15, 2008 (the “Agreement”). The parties have agreed to amend the Agreement in accordance with the terms of this Amendment.

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