SECOND AMENDMENT DATED AS OF FEBRUARY 19, 2013 TO THE MARKETING AGENT AGREEMENT DATED AS OF MARCH 31, 2010 AS AMENDED JULY 30, 2012

SECOND AMENDMENT

DATED AS OF FEBRUARY 19, 2013

TO THE MARKETING AGENT AGREEMENT

DATED AS OF MARCH 31, 2010 AS AMENDED JULY 30, 2012

AMENDMENT AGREEMENT (the “Amendment”) dated as of February 19, 2013 between ALPS DISTRIBUTORS, INC. (“ALPS”), UNITED STATES COMMODITY FUNDS LLC and UNITED STATES XXXXX OIL FUND, LP (“USBO”).

WITNESSETH

The parties have previously entered into that certain Marketing Agent Agreement dated as of March 31, 2010, as amended July 30, 2012 (the “Agreement”).  The parties have agreed to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, ALPS, USCF and USBO hereby acknowledge and agree as follows:

1.   Amendment to the Agreement.  Upon execution of this Amendment by ALPS, USCF and USBO, the Agreement shall be hereby amended as follows:

(a)   Section 4.3 of the Agreement, “Marketing Agent Fee” shall be amended by adding the following:

In no event will the Marketing Agent Fee exceed 10% of the gross proceeds of the Fund’s offering.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers or authorized representatives as of the day and year first above written.

UNITED STATES COMMODITY FUNDS LLC

By:	/s/ Xxxxxx Xxx
	Name: Xxxxxx Xxx
	Title: Management Director

UNITED STATES XXXXX OIL FUND, LP

	By: United States Commodity Funds LLC, as General Partner
	By:	/s/ Xxxxxx Xxx
		Name: Xxxxxx Xxx
		Title: Management Director

ALPS DISTRIBUTORS, INC

By:	/s/ Xxxxxx X. Xxxxxx
	Name: Xxxxxx X. Xxxxxx
	Title: President

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