AMENDMENT
3


This amendment
(the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement
as of October 1, 2022 (the “Effective Date”):


	Term	Means
	“Existing
    Agreement”	The
    Marketing Agent Agreement among ALPS, the General Partner and the Fund dated as of March 31, 2010, as amended
	“ALPS”	ALPS
    Distributors, Inc.
	“General
    Partner”	United
    States Commodity Funds LLC
	“Fund”	United
    States Brent Oil Fund, LP


Except as
amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in
Schedule A and general terms in Schedule B.


 


IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.





	ALPS DISTRIBUTORS, INC.	 	UNITED STATES COMMODITY FUNDS LLC
	 	 	 
	By:	/s/ Stephen Kyllo	 	By:	/s/ John P. Love
	 	 	 	 	 
	Name:	Stephen Kyllo	 	Name:	John P. Love
	 	 	 	 	 
	Title:	SVP & Director	 	Title:	President & CEO
	 	 	 	 	 




 





	UNITED
    STATES BRENT OIL FUND, LP, by United States Commodity Funds LLC as General partner
	 




	By:
	/s/ John P. Love
	 	 
	Name:
	John
    P. Love
	 	 
	Title:
	President
    & CEO



 




Marketing Agent
Agreement Amendment 3



    	 



    	 



    




Schedule
A to this Amendment


Amendments


Effective
as of Effective Date, the Existing Agreement is amended as follows:


		1.	The
                                         following shall be added to the end of Section 4.1:



“In
carrying out its duties and obligations pursuant to this Agreement, some or all services may be delegated by Marketing Agent to
one or more of its affiliates or other Persons (and any required Fund and/or General Partner consent to such delegation shall
not be unreasonably revoked or withheld in respect of any such delegations), provided that such affiliates or other Persons are
selected in good faith and with reasonable care and are monitored by Marketing Agent. If Marketing Agent delegates any services,
(i) such delegation shall not relieve Marketing Agent of its duties and obligations hereunder, and (ii) if required by applicable
Law, Marketing Agent will identify such agents and the services delegated and will update Fund and/or General Partner when making
any material changes in sufficient detail to enable Fund and/or General Partner to object to a particular arrangement.”


		2.	Section
                                         4.3 of the Existing Agreement shall be deleted in its entirety and replaced with the
                                         following new Section 4.3:



“4.3
Marketing Agent Fee. The Marketing Agent shall be paid by the General Partner for the services of the Marketing Agent as
marketing agent to the Fund hereunder, a fee for its services, calculated daily and payable monthly, as follows (the “Fee”):
2.5 basis points of the Fund’s total net assets.





The
General Partner shall reimburse Marketing Agent for all associated expenses with respect to the performance of Marketing Agent
services performed hereunder, including the cost of placing advertisements in various periodicals; web construction and development;
and the printing and production of various marketing materials.”


		3.	Exhibit
                                         C of the Existing Agreement shall be deleted in its entirety and replaced with
                                         the following new Exhibit C attached hereto.





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EXHIBIT
C


SCHEDULE
OF SERVICES


With respect to the provision of
Marketing Agent Support Services, Marketing Agent shall perform the following:


 


		·	Fund
                                         call center support



 


Capital Markets:


 


		·	Answer
                                         questions from Market Makers (“MMs”) regarding portfolio holdings, portfolio
                                         trading clarity and Net Asset Value pricing



		·	Coordinate
                                         MM block trades with designated Authorized Participants for creations/redemptions



		·	Coordinate
                                         trades with Lead Market Makers (“LMMs”) or other MMs for large trades or
                                         tighter pricing strategies



		·	Distribute
                                         marketing material to MMs who in turn can distribute to interested clients



		·	Handle
                                         settlement issues between custodian and Authorized Participants and MMs



		·	Coordinate
                                         with Marketing Agent’s designated web team with respect to website and MM holdings
                                         file support



		·	Coordinate
                                         with the Marketing Agent’s order desk regarding creation and redemption orders



 


Marketing Agent Operations:


 


		·	Maintain
                                         and supervise FINRA registrations for licensed individuals



		o	Coordinate Continuing Education
requirements



		o	Administer & maintain
required filings/licenses with FINRA



		·	Provide
                                         Fund advertising and sales literature review, approval and record maintenance of online
                                         submission, review/approval and real-time status updates through SS&C Advertising
                                         Review Portal



		o	File required materials with
FINRA



		o	Provide advertising regulatory
and disclosure guidance



		o	Consult and support client’s
marketing model and strategy



		·	Exchange-Traded
                                         Product Order Processing Oversight



		·	Intermediary/AP
                                         Services



		o	Due Diligence and Oversight
Services



		o	Facilitate document delivery
and communicate announcements



		o	AP Agreement Retention –
Online access provided via the Client Portal



 


Creative Services:


 


Brand Management,
Design, Graphic Production, Web Development, Maintenance & Hosting. Marketing Agent or its designee will provide design,
development, maintenance and hosting for the website, along with the design and production of marketing materials and brand management,
on behalf of the General Partner and/or the Funds. The design, development and production of web and marketing materials are based
on content provided by General Partner and brand guidelines as created by Marketing Agent or its designee, as approved by the
General Partner. Marketing Agent or its designee will work closely with General Partner to ensure messaging and layout is approved
for all projects. Project completion will be based on the receipt of required content from General Partner and its Fund Accountant,
and approvals by General Partner.


 


Design and Graphic Production
– Project Scope to Include


		·	Design
                                         and production of materials, to include:



		o	Collateral



		o	Marketing Materials (digital
and print)



		o	Presentation Decks



		o	Advertisements



		o	Regulatory report covers



		·	Email
                                         Blasts



		o	Design, HTML Development
and Distribution (distribution lists to be managed and provided by the General Partner)



		o	Report monthly results to
the General Partner’s Chief Marketing Officer






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Web Design,
Development and Maintenance – Project Scope to Include


		·	Fully
                                         customizable site (additional hours and fees may apply to project scope changes and
                                         development as agreed upon, in writing, by Marketing Agent or its designee and the General
                                         Partner)



		·	Maintenance
                                         and Hosting of website



		·	All
                                         content and data to be reviewed/provided and approved by General Partner to Marketing
                                         Agent or its designee



		·	Screen
                                         shots of edits will be provided to General Partner for review and approval before being
                                         assisted by the Creative Services team to initiate the needed compliance review (if applicable)
                                         and approval process



 


SSL Certificate – Secured
Website Project Scope 


		·	As
                                         the domain owner, to facilitate and place an SSL certificate for the URL/Fund website
                                         and required server updates, General Partner will be responsible as communicated by Marketing
                                         Agent or its designee to complete domain process for the renewal of the certificate







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Schedule
B to this Amendment


General
Terms


		1.	Capitalized
                                         terms not defined herein shall have the meanings given to them in the Existing Agreement.



		2.	The
                                         Parties’ duties and obligations are governed by and limited to the express terms
                                         and conditions of this Amendment, and shall not be modified, supplemented, amended or
                                         interpreted in accordance with, any industry custom or practice, or any internal policies
                                         or procedures of any Party. This Amendment (including any attachments, schedules and
                                         addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement
                                         of the Parties with respect to the subject matter hereof and supersedes all previous
                                         communications, representations, understandings and agreements, either oral or written,
                                         between the Parties with respect thereto.



		3.	This
                                         Amendment may be executed in counterparts, each of which when so executed will be deemed
                                         to be an original. Such counterparts together will constitute one agreement. Signatures
                                         may be exchanged via facsimile or electronic mail and signatures so exchanged shall be
                                         binding to the same extent as if original signatures were exchanged.



		4.	This
                                         Amendment and any dispute or claim arising out of or in connection with it, its subject
                                         matter or its formation (including non-contractual disputes or claims) shall be governed
                                         by and construed in accordance with the laws of the same jurisdiction as the Existing
                                         Agreement.






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