SECOND AMENDMENT DATED AS OF FEBRUARY 19, 2013 TO THE MARKETING AGENT AGREEMENT DATED AS OF MARCH 10, 2008, AS AMENDED JULY 30, 2012

SECOND AMENDMENT

DATED AS OF FEBRUARY 19, 2013

TO THE MARKETING AGENT AGREEMENT

DATED AS OF MARCH 10, 2008, 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 DIESEL-HEATING OIL FUND, LP, formerly United States Heating Oil Fund, LP (“USDHO”).

WITNESSETH

The parties have previously entered into that certain Marketing Agent Agreement dated as of March 10, 2008, 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 USDHO hereby acknowledge and agree as follows:

1.   Amendment to the Agreement.  Upon execution of this Amendment by ALPS, USCF and USDHO, 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 DIESEL-HEATING 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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