0001144204-09-060034 Sample Contracts

CUSTODIAN AGREEMENT
Custodian Agreement • November 16th, 2009 • United States Heating Oil Fund, LP • Commodity contracts brokers & dealers • New York

THIS CUSTODIAN AGREEMENT (this “Agreement”), dated as of March 13, 2008, is entered into among UNITED STATES HEATING 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),

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ADMINISTRATIVE AGENCY AGREEMENT
Administrative Agency Agreement • November 16th, 2009 • United States Heating Oil 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 HEATING OIL FUND, LP, a limited partnership organized under the laws of the State of Delaware (the “Fund”).

UNITED STATES HEATING OIL FUND, LP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Agreement • November 16th, 2009 • United States Heating Oil Fund, LP • Commodity contracts brokers & dealers • Delaware

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) executed on March 7, 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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