EXHIBIT
10.4

     

     

     

    ADMINISTRATIVE
AGENCY AGREEMENT

    


    THIS ADMINISTRATIVE AGENCY AGREEMENT
(the “Agreement”)
is made as of October 7, 2008 by and among BROWN BROTHERS HARRIMAN &
CO., a limited partnership organized under the laws of the State of New
York (the “Administrator”), UNITED STATES COMMODITY FUNDS
LLC, a Delaware limited liability company (the “General Partner”) and UNITED STATES SHORT OIL FUND,
LP, a limited partnership organized under the laws of the State of
Delaware (the “Fund”).

    


    WITNESSETH:

    


    WHEREAS,
the Fund is a limited partnership that is registered as a commodity
pool;

     

    WHEREAS,
the General Partner has exclusive responsibility for the management and control
of the business and affairs of the Fund; and

     

    WHEREAS,
the Fund and the General Partner desire to retain the Administrator to render
certain services to the Fund and/or the General Partner, as the case may be, and
the Administrator is willing to render such services.

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:

    


    1.           Appointment of
Administrator.  The Fund and the General Partner hereby employ
and appoint the Administrator to act as administrative agent on the terms set
forth in this Agreement, and the Administrator accepts such
appointment.

    


    2.           Delivery of
Documents.  The Fund and the General Partner will on a
continuing basis provide the Administrator with:

     

    2.1           properly
certified or authenticated copies of resolutions of the General Partner’s Board
of Directors (including Mr. Nicholas D. Gerber) authorizing the appointment of
the Administrator as administrative agent of the Fund and approving this
Agreement;

     

    2.2           a
copy of the Fund’s most recent registration statement under the Securities Act
of 1933, as amended;

     

    2.3           copies
of all agreements between the Fund and its service providers, including without
limitation, advisory, distribution and administration agreements and
distribution and/or unitholder agreements;

     

    2.4           a
copy of the Fund’s valuation procedures;

    
      
        
        

      

      
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    2.5           a
copy of the Fund’s Limited Partnership Agreement, as may be amended from time to
time;

     

    2.6           a
copy of the General Partner’s Fourth Amended and Restated Limited Liability
Company Agreement, as may be amended from time to time;

     

    2.7           any
other documents or resolutions (including, but not limited to directions or
resolutions of the General Partner’s Board of Directors, Management Directors,
and/or Audit Committee) which relate to or affect the Administrator’s
performance of its duties hereunder or which the Administrator may at any time
reasonably request; and

     

    2.8           copies
of any and all amendments or supplements to the foregoing.

    


    3.           Duties as
Administrator.  Subject to the supervision and direction of the
General Partner’s Board of Directors, Management Directors and Audit Committee,
the Administrator will perform the administrative services described in Appendix
A hereto.  Additional services may be provided by the Administrator
upon the request of the Fund as mutually agreed from time to time.  In
performing its duties and obligations hereunder, the Administrator will act in
accordance with the General Partner’s instructions as defined in Section 5
(“Instructions”).  It is agreed and understood that the Administrator
shall not be responsible for the Fund’s or the General Partner’s compliance with
any applicable documents, laws or regulations, or for losses, costs or expenses
arising out of the Fund’s or the General Partner’s failure to comply with said
documents, laws or regulations or the Fund’s or the General Partner’s failure or
inability to correct any non-compliance therewith.  The Administrator
shall in no event be required to take any action, which is in contravention of
any applicable law, rule or regulation or any order or judgment of any court of
competent jurisdiction.

    


    3.1           Records.  The
Administrator will maintain and retain such records as required by the
Securities Exchange Act of 1934, as amended, the Rules of the NYSE Arca, Inc.
(“NYSE Arca”), 17 C.F.R 4.23 (specifically, the records specified in 17 C.F.R.
4.23(a)(1) through (8), (10) through (12) and (b)(1)), and other applicable
federal securities laws and created pursuant to the performance of the
Administrator’s obligations under this Agreement.  The Administrator
will maintain such other records as requested by the Fund or the General Partner
and received by the Administrator.  The Administrator shall not be
responsible for the accuracy and completeness of any records not created by the
Administrator.  The Administrator acknowledges that the records
maintained and preserved by the Administrator pursuant to this Agreement are the
property of the Fund and will be, at the Fund’s expense, surrendered promptly
upon reasonable request.  In performing its obligations under this
Section, the Administrator may utilize micrographic and electronic storage media
as well as independent third party storage facilities.

    


    
      
        
        

      

      
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    4.           
Duties of
the Fund and the General Partner.  The Fund and the General
Partner shall notify the Administrator promptly of any matter affecting the
performance by the Administrator of its services under this
Agreement.  Where the Administrator is providing fund accounting
services pursuant to this Agreement, the Fund and the General Partner shall
promptly notify the Administrator as to the accrual of liabilities of the Fund
and of liabilities of the Fund not appearing on the books of account kept by the
Administrator, as well as to the existence, status and proper treatment of
reserves, if any, authorized by the Fund or the General Partner.  The
Fund and the General Partner agree to provide such information to the
Administrator as may be requested under the banking and securities laws of the
United States or other jurisdictions relating to “Know Your Customer” and money
laundering prevention rules and regulations (collectively, the “KYC
Requirements”).  For purposes of this subsection, and in connection
with all applicable KYC Requirements, the Fund is the “client” or
“customer” of the Administrator. The Fund and the General
Partner further represent that each will perform all obligations required under
applicable KYC Requirements with respect to the Fund’s “customers” (as defined
in the KYC Requirements) and that, because these customers do not constitute
“customers” or “clients” of the Administrator under such applicable rules and
regulations, the Administrator is under no such similar
obligations.

    


    
      	
              5.

            	
              Instructions.

            


    

    


    5.1           The
Administrator shall not be liable for, and shall be indemnified by the Fund
against any and all losses, costs, damages or expenses arising from or as a
result of, any action taken or omitted in reliance upon Instructions or upon any
other written notice, request, direction, instruction, certificate or other
instrument believed by it to be genuine and signed or authorized by the proper
party or parties.  A list of persons so authorized by the General
Partner (“Authorized Persons”) is attached hereto as Appendix B and upon which
the Administrator may rely until its receipt of notification to the contrary by
the General Partner.

     

    5.2           Instructions
shall include a written request, direction, instruction or certification signed
or initialed on behalf of the Fund by one or more Authorized
Persons.

     

    5.3           Telephonic
or other oral instructions or instructions given by telefax transmission may be
given by any one of the above Authorized Persons and will also be considered
Instructions if the Administrator believes them to have been given by a person
authorized to give such Instructions with respect to the transaction
involved.

     

    5.4           With
respect to telefax transmissions, the Fund and the General Partner hereby
acknowledge that (i) receipt of legible instructions cannot be assured, (ii) the
Administrator cannot verify that authorized signatures on telefax instructions
are original, and (iii) the Administrator shall not be responsible for losses or
expenses incurred through actions taken in reliance on such telefax
instructions.  The Fund and the General Partner agree that such
telefax instructions shall be conclusive evidence of the Fund’s/General
Partner’s Instruction to the Administrator to act or to omit to
act.

     

    
      
        
        

      

      
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    5.5           Instructions
given orally will not be confirmed in writing and the lack of such confirmation
shall in no way affect any action taken by the Administrator in reliance upon
such oral Instructions.  The Fund and the General Partner authorize
the Administrator to tape record any and all telephonic or other oral
Instructions given to the Administrator by or on behalf of the Fund (including
any of the Fund’s or the General Partner’s officers, directors, trustees,
employees or agents or any investment manager or adviser or person or entity
with similar responsibilities which is authorized to give Instructions on behalf
of the Fund to the Administrator.)

    


    6.           Expenses and
Compensation.  For the services to be rendered and the
facilities to be furnished by the Administrator as provided for in this
Agreement, the Fund shall pay the Administrator rendered pursuant to this
Agreement a fee based on such fee schedule as may from time to time be agreed
upon in writing among the General Partner, Fund and the
Administrator.  Additional services performed by the Administrator as
requested by the Fund shall be subject to additional fees as mutually agreed
from time to time.  In addition to any such fees, the Administrator
shall bill the Fund separately for any out-of-pocket disbursements of the
Administrator based on an out-of-pocket disbursement schedule as may from time
to time be agreed upon in writing among the General Partner, the Fund and the
Administrator.  The foregoing fees and disbursements shall be billed
to the Fund by the Administrator and shall be paid promptly by wire transfer or
other appropriate means to the Administrator.

    


    7.           Standard of
Care.  The Administrator
shall be held to the exercise of reasonable care and diligence in carrying out
the provisions of this Agreement, provided that the Administrator shall not
thereby be required to take any action which is in contravention of any
applicable law, rule or regulation or any order or judgment of any court of
competent jurisdiction.

    


    8.           General
Limitations on Liability.  The Administrator shall incur no
liability with respect to any telecommunications, equipment or power failures,
or any failures to perform or delays in performance by postal or courier
services or third-party information providers (including, without limitation
those listed on Appendix C).

    
      
        
        

      

      
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    8.1           The
Administrator shall also incur no liability under this Agreement if the
Administrator or any agent or entity utilized by the Administrator shall be
prevented, forbidden or delayed from performing, or omits to perform, any act or
thing which this Agreement provides shall be performed or omitted to be
performed, by reason of causes or events beyond its control, including but not
limited to:

     

    8.1.1         any
Sovereign Event.  A “Sovereign Event” shall mean any nationalization;
expropriation; devaluation; revaluation; confiscation; seizure; cancellation;
destruction; strike; act of war, terrorism, insurrection or revolution; or any
other act or event beyond the Administrator’s control;

     

    8.1.2         any
provision of any present or future law, regulation or order of the United States
or any state thereof, or of any foreign country or political subdivision
thereof, or of any securities depository or clearing agency; and

     

    8.1.3         any
provision of any order or judgment of any court of competent
jurisdiction.

    


    
       8.2          The
Administrator shall not be held accountable or liable for any losses, damages or
expenses the General Partner, the Fund, the Fund’s commodity broker, the Fund’s
commodity trading advisor (if any), any unitholder or former unitholder of the
Fund or any other person may suffer or incur arising from acts, omissions,
errors or delays of the Administrator in the performance of its obligations and
duties as provided in Section 3 hereof, including without limitation any error
of judgment or mistake of law, except a loss, damage or expense directly
resulting from the Administrator’s willful malfeasance, bad faith or negligence
in the performance of such Administrator’s obligations and
duties.

    

    


    
      	
              9.

            	
              Specific
      Limitations on Liability. In addition to,
      and without limiting the application of the general limitations on
      liability contained in Section 8, above, the following specific
      limitations on the Administrator’s liability shall apply to the particular
      administrative services set forth on Appendix A
  hereto.

            


    

    


    9.1           Liability for
Fund Accounting Services.   Without limiting the provisions in
Section 8 hereof, the Administrator’s liability for acts, omissions, errors or
delays relating to its fund accounting obligations and duties shall be limited
to the amount of any expenses associated with a required recalculation of net
asset value per unit (“NAV”) or any direct damages suffered by unitholders in
connection with such recalculation.  The Administrator’s liability or
accountability for such acts, omissions, errors or delays shall be further
subject to clauses 9.1.1 through 9.1.4 below.

     

    
      
        
        

      

      
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      9.1.1       
The
parties hereto acknowledge that the Administrator’s causing an error or delay in
the determination of NAV may, but does not in and of itself, constitute
negligence or reckless or willful misconduct.  The parties further
acknowledge that in accordance with industry practice the liability of the
Administrator for fund accounting services shall accrue and the recalculation of
NAV shall be performed in accordance with this Section 9.1 only with regard to
errors in the calculation of the NAV that are (i) greater than or equal to $.01
per unit of the Fund and (ii) greater than or equal to 1⁄2% of the total net
assets of the Fund. 

       

      9.1.2        In
no event shall the Administrator be liable or responsible to the General
Partner, the Fund, the Fund’s commodity broker, the Fund’s commodity trading
advisor (if any), any present or former unitholder of the Fund, or any other
person for any error or delay that continued or was undetected after the date of
an audit performed by the certified public accountants employed by or on behalf
of the Fund if, in the exercise of reasonable care in accordance with generally
accepted accounting standards, such accountants should have become aware of such
error or delay in the course of performing such audit.

       

       9.1.3       The
Administrator shall not be held accountable or liable to the General Partner,
the Fund, the Fund’s commodity broker, the Fund’s commodity trading advisor (if
any), any unitholder or former unitholder of the Fund or any other person for
any delays or losses, damages or expenses any of them may suffer or incur
resulting from (i) the Administrator’s usage of a third party service provider
for the purpose of storing records delivered to the Administrator by or on
behalf of the Fund and which the Administrator did not create in the performance
of its obligations hereunder; (ii) the Administrator’s failure to receive timely
and suitable notification concerning quotations or corporate actions relating to
or affecting portfolio securities of the Fund; or (iii) any errors in the
computation of NAV based upon or arising out of quotations or information as to
corporate actions if received by the Administrator either (a) from a source
which the Administrator was authorized to rely upon (including those sources
listed on Appendix C), or (b) from a source which in the Administrator’s
reasonable judgment was as reliable a source for such quotations or information
as such authorized sources; or (iv) any errors in the computation of NAV as a
result of relevant information known to the General Partner, the Fund, a futures
commission merchant, securities brokers or dealers, or any of the Fund’s other
service providers including futures commission merchants in contract with the
Fund, which would impact the calculation of NAV, but was not communicated to the
Administrator.  To the extent that Fund assets are not in the custody
of the Administrator, the Administrator may conclusively rely on any reporting
in connection with such assets provided to the Administrator by a third party on
behalf of the Fund, including, without limitation any futures commission
merchant.

      
        
          
          

        

        
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    9.1.4       
In the event of any error or delay in the determination of such NAV for which
the Administrator may be liable, the General Partner, the Fund and the
Administrator will consult and make good faith efforts to reach agreement on
what actions should be taken in order to mitigate any loss suffered by the Fund
or its present or former unitholders, in order that the Administrator’s exposure
to liability shall be reduced to the extent possible after taking into account
all relevant factors and alternatives.  It is understood that in
attempting to reach agreement on the actions to be taken or the amount of the
loss which should appropriately be borne by the Administrator, the General
Partner, the Fund and the Administrator will consider such relevant factors as
the amount of the loss involved, the Fund’s/General Partner’s desire to avoid
loss of unitholder goodwill, the fact that other
persons or entities could have been reasonably expected to have detected the
error sooner than the time it was actually discovered, the appropriateness of
limiting or eliminating the benefit which unitholders or former unitholders
might have obtained by reason of the error, and the possibility that other
parties providing services to the Fund might be induced to absorb a portion of
the loss incurred.

     

     

    
      	
              10.

            	
              Indemnification.

            


    

     

    10.1        The
General Partner and the Fund hereby agree to indemnify and hold harmless the
Administrator, its partners, stockholders, members, directors, officers and
employees and any subsidiary or affiliate of the foregoing (“Affiliate”), and
the successors and assigns of all of the foregoing persons, against any and all
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any act, omission, error or delay or any
claim, demand, action or suit, in connection with or arising out of performance
of its obligations and duties under this Agreement, not resulting from the
willful malfeasance, bad faith or negligence of the Administrator in the
performance of such obligations and duties.  The provisions of this
Section 10 shall survive the termination of this Agreement.

     

    10.1.1      If
any action, suit or proceeding (each, a “Proceeding”) is brought against the
Administrator or any such person in respect of which indemnity may be sought
against the General Partner pursuant to the foregoing subsection, the
Administrator or such person shall promptly notify the General Partner in
writing of the institution of such Proceeding and the General Partner shall
assume the defense of such Proceeding, including the employment of counsel
reasonably satisfactory to such indemnified party and payment of all fees and
expenses; provided, however, that the omission to so notify the General Partner
shall not release the General Partner from any liability which it may have to
the Administrator or any such person except to the extent that it has been
materially prejudiced by such failure and has not otherwise learned of such
Proceeding. The Administrator or such person shall have the right to employ its
own counsel in any such case, but the fees and expenses of such counsel shall be
at the expense of the Administrator or of such person unless the employment of
such counsel shall have been authorized in writing by the General Partner in
connection with the defense of such Proceeding or the General Partner shall not
have, within a reasonable period of time in light of the circumstances, employed
counsel to have charge of the defense of such Proceeding or such indemnified
party or parties shall have reasonably concluded that there may be defenses
available to it or them which are different from, additional to or in conflict
with those available to the General Partner (in which case the General Partner
shall not have the right to direct the defense of such Proceeding on behalf of
the indemnified party or parties), in any of which events such fees and expenses
shall be borne by the General Partner and paid as incurred (it being understood,
however, that the General Partner shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one
Proceeding or series of related Proceedings in the same jurisdiction
representing the indemnified parties who are parties to such
Proceeding).

    
      
        
        

      

      
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    10.1.2     The
General Partner shall not be liable for any settlement of any Proceeding
effected without the General Partner’s written consent but if settled with the
General Partner’s written consent, the General Partner agrees to indemnify and
hold harmless the Administrator and any such person from and against any loss or
liability by reason of such settlement.  Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second sentence of this subsection, then the
indemnifying party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 Business Days (defined as any day other than a day on
which the New York Stock Exchange, NYSE Arca or the New York Mercantile Exchange
(“NYMEX”) is closed for regular trading (each a “Business Day”)), after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall not have fully reimbursed the indemnified party in accordance with
such request prior to the date of such settlement and (iii) such indemnified
party shall have given the indemnifying party at least 30 Business Days’ prior
notice of its intention to settle. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened Proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such Proceeding and does not include an admission of fault, culpability or a
failure to act, by or on behalf of such indemnified party.

     

    10.2            Subject
to Sections 7, 8 and 9 of this Agreement, the Administrator agrees to indemnify
and hold harmless the General Partner and the Fund, its partners, stockholders,
members, directors, officers and employees and any Affiliate of the foregoing,
and the successors and assigns of all of the foregoing persons, against any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any act, omission, error or delay or
any claim, demand, action or suit, in connection with or arising out of
performance of its obligations and duties under this Agreement, resulting from
the willful malfeasance, bad faith or negligence of the Administrator in the
performance of such obligations and duties.  The provisions of this
Section 10 shall survive the termination of this Agreement.

     

    10.2.1          If
any Proceeding is brought against the General Partner or any such person in
respect of which indemnity may be sought against the Administrator pursuant to
the foregoing subsection, the General Partner or such person shall promptly
notify the Administrator in writing of the institution of such Proceeding and
the Administrator shall assume the defense of such Proceeding, including the
employment of counsel reasonably satisfactory to such indemnified party and
payment of all fees and expenses; provided, however, that the omission to so
notify the Administrator shall not relieve the Administrator from any liability
which it may have to the General Partner or any such person except to the extent
that it has been materially prejudiced by such failure and has not otherwise
learned of such Proceeding. The General Partner or such person shall have the
right to employ its own counsel in any such case, but the fees and expenses of
such counsel shall be at the expense of the General Partner or of such person
unless the employment of such counsel shall have been authorized in writing by
the Administrator in connection with the defense of such Proceeding or the
Administrator shall not have, within a reasonable period of time in light of the
circumstances, employed counsel to have charge of the defense of such Proceeding
or such indemnified party or parties shall have reasonably concluded that there
may be defenses available to it or them which are different from, additional to
or in conflict with those available to the Administrator (in which case the
General Partner shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which
events such fees and expenses shall be borne by the Administrator and paid as
incurred (it being understood, however, that the Administrator shall not be
liable for the expenses of more than one separate counsel (in addition to any
local counsel) in any one Proceeding or series of related Proceedings in the
same jurisdiction representing the indemnified parties who are parties to such
Proceeding).

     

    10.2.2         The
Administrator shall not be liable for any settlement of any Proceeding effected
without the Administrator’s written consent but if settled with the
Administrator’s written consent, the Administrator agrees to indemnify and hold
harmless the General Partner and any such person from and against any loss or
liability by reason of such settlement.  Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the second sentence of this subsection, then the
indemnifying party agrees that it shall be liable for any settlement of any
Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 Business Days after receipt by such indemnifying party
of the aforesaid request, (ii) such indemnifying party shall not have fully
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement and (iii) such indemnified party shall have given the
indemnifying party at least 30 Business Days’ prior notice of its intention to
settle. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened Proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such Proceeding and does
not include an admission of fault, culpability or a failure to act, by or on
behalf of such indemnified party.

    


    
      
        
        

      

      
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    11.           Reliance by the
Administrator on Opinions of Counsel and Opinions of Certified Public
Accountants.

     

    The
Administrator may consult with its counsel or the Fund/General Partner’s counsel
in any case where so doing appears to the Administrator to be necessary or
desirable.  The Administrator shall not be considered to have engaged
in any misconduct or to have acted negligently and shall be without liability in
acting upon the advice of its counsel or of the Fund’s/General Partner’s
counsel.

     

    The
Administrator may consult with a certified public accountant or the Fund’s
Treasurer (or persons performing such function) in any case where so doing
appears to the Administrator to be necessary or desirable.  The
Administrator shall not be considered to have engaged in any misconduct or to
have acted negligently and shall be without liability in acting upon the advice
of such certified public accountant or of the Fund’s Treasurer or persons
performing such function.

    


    12.           Termination of
Agreement. This Agreement may be
terminated by any of the parties in accordance with the provisions of this
Section 12.

    


    


    12.1         This
Agreement shall have an initial term of two (2) years from the date hereof.
Thereafter, this Agreement shall automatically renew for successive one (1) year
periods unless any party terminates this Agreement by providing written notice
no later than seventy-five (75) days prior to the expiration of the applicable
term to the other parties at their address set forth herein.  Upon the
completion of the initial term, either the Administrator, on the one hand, or
the General Partner, on the other hand, may elect to terminate this Agreement at
any time by delivering ninety (90) days notice thereof to the other party. 
Notwithstanding the foregoing provisions, any party may terminate this Agreement
at any time (a) for cause, which is a material breach of the Agreement not cured
within sixty (60) days of written notice of such breach, in which case
termination shall be effective upon receipt of written notice by the
non-terminating parties, or (b) upon thirty (30) days’ written notice to
the other parties in the event that a party is adjudged bankrupt or insolvent,
or there shall be commenced against such party a case under any applicable
bankruptcy, insolvency, or other similar law now or hereafter in effect. In the
event a termination notice is given by a party hereto, all expenses associated
with the movement of records and materials and the conversion thereof shall be
paid by the Fund for which services shall cease to be performed
hereunder.  The Administrator shall be responsible for completing all
actions in progress when such termination notice is given unless otherwise
agreed.


    
      
        
        

      

      
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    12.2.        Upon
termination of this Agreement in accordance with this Section 12, the Fund may
request the Administrator to promptly deliver to the Fund or to any designated
third party all records created and maintained by the Administrator pursuant to
Section 3.1 of this Agreement, as well as any Fund records maintained but not
created by the Administrator.  If such request is provided in writing
by the Fund to the Administrator within seventy-five (75) days of the date of
termination of the Agreement, the Administrator shall provide to the Fund a
certification that all records created by the Administrator pursuant to its
obligations under Section 3.1 of this Agreement are accurate and
complete.  After seventy-five (75) days of the date of termination of
this Agreement, no such certification will be provided to the Fund by the
Administrator and the Administrator is under no further obligation to ensure
that records created by the Administrator pursuant to Section 3.1 of this
Agreement are maintained in a form that is accurate or complete.

    


    13.           Confidentiality
and Privacy.

     

    13.1         The
parties hereto agree that each shall treat confidentially the terms and
conditions of this Agreement and all information provided by each party to the
other regarding its business and operations.  All confidential
information provided by a party hereto shall be used by any other party hereto
solely for the purpose of rendering or obtaining services pursuant to this
Agreement and, except as may be required in carrying out this Agreement, shall
not be disclosed to any third party without the prior consent of such providing
party.  The foregoing shall not be applicable to any information that
is publicly available when provided or thereafter becomes publicly available
other than through a breach of this Agreement, or that is required to be
disclosed by or to any regulatory authority, any auditor of the parties hereto,
or by judicial or administrative process or otherwise by applicable
law.

    
      
        
        

      

      
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    13.2           In
the course of carrying out its obligations under this Agreement, Administrator
shall maintain physical, procedural and electronic safeguards to protect
information regarding the Fund and its investors that Administrator has obtained
or to which the Administrator has gained access.

    


    14.           Tape-recording.   The parties
consent to recording of any and all telephonic or other oral
instructions.  This authorization will remain in effect until and
unless revoked by the Fund, the General Partner or the Administrator in
writing.  Each party further agrees to solicit valid written or other
consent from any of its employees, officers, directors or agents with respect to
telephone communications to the extent such consent is required by applicable
law.

     

    15.           Procedures. Procedures
applicable to the Administrator’s services to be performed hereunder may be
established from time to time by agreement among the Fund, the General Partner
and the Administrator.  The Administrator shall have the right to
utilize any unitholder accounting and record­keeping systems that, in its
opinion, enables it to perform any services to be performed
hereunder.

    


    16.           Entire
Agreement; Amendment.  This
Agreement constitutes the entire understanding and agreement of the parties
hereto and supersedes any other oral or written agreements heretofore in effect
between the parties with respect to the subject matter hereof.  No
provision of this Agreement may be amended or terminated except by a statement
in writing signed by the party against which enforcement of the amendment or
termination is sought.

    


    17.           Severability.  In
the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this
Agreement, which shall continue to be in force.

    


    18.           Headings.  The
section headings in this Agreement are for the convenience of reference only and
shall not modify, define, expand or limit any of the terms or provisions
thereof.

    


    19.           Governing
Law.  This Agreement
shall be governed by and construed according to the laws of the State of New
York without giving effect to conflicts of law provisions thereof and each of
the parties hereto irrevocably consents to the exclusive jurisdiction of the
United States District Court for the Southern District of New York or if that
court lacks or declines to exercise subject matter jurisdiction, the Supreme
Court of the State of New York, New York County.  The General Partner
and the Fund irrevocably waive any objection each may now or hereafter have to
the laying of venue of any action or proceeding in any of the aforesaid courts
and any claim that any such action or proceeding has been brought in an
inconvenient forum.  Furthermore, each party hereto irrevocably waives
any right that it may have to trial by jury in any action, proceeding or
counterclaim arising out of or related to this Agreement or the services
contemplated hereby.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    20.           Notices.  Notices
and other writings delivered or mailed postage prepaid to the General Partner
and Fund shall be addressed to the Fund/General Partner at United States
Commodity Funds LLC, c/o Nicholas D. Gerber, P.O. Box 6919, Moraga,
CA  94570, or such other address as the General Partner or the Fund
may have designated to the Administrator in writing, or to the Administrator at
40 Water Street, Boston, MA  02109, Attention: Manager, Fund
Administration Department, or to such other address as the Administrator may
have designated to the General Partner and the Fund in writing, shall be deemed
to have been properly delivered or given hereunder to the respective
addressee.

    


    21.           Binding
Effect; Assignment.  This
Agreement shall be binding upon and inure to the benefit of the General Partner,
the Fund and the Administrator and their respective successors and assigns,
provided that no party hereto may assign this Agreement or any of its rights or
obligations hereunder without the written consent of the other
parties.  Each party agrees that only the parties to this Agreement
and/or their successors in interest shall have a right to enforce the terms of
this Agreement.  Accordingly, no client of the General Partner,
unitholder of the Fund or other third party shall have any rights under this
Agreement and such rights are explicitly disclaimed by the parties.

    


    22.           Counterparts.  This Agreement
may be executed in any number of counterparts each of which shall be deemed to
be an original. This Agreement shall become effective when one or more
counterparts have been signed and delivered by each of the parties.  A
photocopy or telefax of this Agreement shall be acceptable evidence of the
existence of this Agreement and the Administrator shall be protected in relying
on the photocopy or telefax until the Administrator has received the original of
this Agreement.

    


    23.           Exclusivity.  The services
furnished by the Administrator hereunder are not to be deemed exclusive, and the
Administrator shall be free to furnish similar services to others.

    


    24.           Authorization.  The
General Partner hereby represents and warrants that the Management Directors of
its Board of Directors including Mr. Nicholas D. Gerber have authorized the
execution and delivery of this Agreement and that Authorized Persons of the
General Partner and the Fund have signed this Agreement, Appendices A, B and C
and the fee schedule hereto.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed and delivered by their duly
authorized officers as of the date first written above.

     

    The
undersigned acknowledges that (I/we) have received a copy of this
document.

     

    
      
        	BROWN BROTHERS HARRIMAN &
      CO.	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By: 	
                 

              	 	 	
              	 
	 	
                Name:

              	 	 	
                 

              	 
	 	
                Title:

              	 	 	
                 

              	 
	 	Date: 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	UNITED STATES SHORT OIL FUND,
      LP	 	 	 	 
	
                By:  United
      States Commodity Funds LLC, as General Partner

              	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                By:  

              	 	 	 	 	 
	 	Name:
      Nicholas D. Gerber 	 	 	 	 
	 	Title:
      President and Management Director 	 	 	 	 
	 	Date: 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	UNITED STATES COMMODITY FUNDS
      LLC	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	 	 	 	 	 
	 	Name:
      Nicholas D. Gerber 	 	 	 	 
	 	Title:
      President and Management Director 	 	 	 	 
	 	Date: 	 	 	 	 


      



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    APPENDIX
A

    TO
ADMINISTRATIVE AGENCY AGREEMENT

    


    ADMINISTRATIVE
SERVICES OF THE ADMINISTRATIVE AGENT

    


    Dated as
of October 7, 2008

    


    Fund
Accounting Services

    The
Administrator will provide the following fund accounting services to the Fund on
any Business Day: transaction processing and review, custodial reconciliation,
securities pricing and investment accounting.

    


    Transaction Processing and
Review. The Administrator shall input and reconcile the Fund’s investment
activity including with respect to:

    
      	
               
      

            	
              ·

            	
              Investment
      taxlots

            


    

    
      	
               
      

            	
              ·

            	
              Income

            


    

    
      	
               
      

            	
              ·

            	
              Dividends

            


    

    
      	
               
      

            	
              ·

            	
              Principal
      paydowns

            


    

    
      	
               
      

            	
              ·

            	
              Capital
      activity

            


    

    
      	
               
      

            	
              ·

            	
              Expense
      accruals

            


    

    
      	
               
      

            	
              ·

            	
              Cash
      activity

            


    

    
      	
               
      

            	
              ·

            	
              Corporate
      Reorganizations

            


    

    


    Custodial
Reconciliation. The Administrator shall reconcile the following positions
of the Fund against the records of the Custodian:

    
      	
               
      

            	
              ·

            	
              Securities,
      Futures and Over-the-Counter Contract (“OTC”)
  holdings

            


    

    
      	
               
      

            	
              ·

            	
              Cash
      including cash transfers, fees assessed and other investment related cash
      transactions

            


    

    
      	
               
      

            	
              ·

            	
              Trade
      settlements

            


    

    


    Securities, Futures and OTC
Valuation. Using the Valuation Procedures set forth in Appendix D, the
Administrator shall update each security, Futures and OTC position of the Fund
as to the following:

    
      	
               
      

            	
              ·

            	
              Market
      prices obtained from approved sources including those listed on Appendix C
      or Fair Valuations obtained from an Authorized Person of the
      Fund

            


    

    
      	
               
      

            	
              ·

            	
              Mark
      to market of non-base receivables/payables utilizing approved foreign
      exchange quotations as quoted in Appendix
C

            


    

    
      	
               
      

            	
              ·

            	
              Mark
      to market of non-base currency positions utilizing the approved sources
      quoted in Appendix C or Fair Valuations obtained from an Authorized Person
      of the Fund

            


    

    


    Investment
Accounting. The Administrator shall provide the following investment
accounting services to each Portfolio:

    
      	
               
      

            	
              ·

            	
              Amortization/accretion
      at the individual tax lot level

            


    

    
      	
               
      

            	
              ·

            	
              General
      ledger entries

            


    

    
      	
               
      

            	
              ·

            	
              Book
      value calculations

            


    

    
      	
               
      

            	
              ·

            	
              Trade
      Date + 1 accounting

            


    

    
      	
               
      

            	
              ·

            	
              Calculation
      of Net Asset Value Per Unit (“NAV”) as of the earlier of 4:00 p.m. New
      York time or the close of trading on the NYSE Arca, and published shortly
      after the close of trading on the NYSE
Arca

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Financial
Reporting Services

    
      	
               
      

            	
              ·

            	
              The
      Administrator shall accumulate information for and
  prepare

            


    

    
      	
               
      

            	
              o

            	
              Within
      a 30 day period following the end of the Fund’s required monthly reporting
      period, an Account Statement in compliance with the requirements of CFTC
      Rule §4.22(a), including a Statement of Income (Loss) and a Statement of
      Changes in Net Asset Value; such preparation includes the coordination and
      review of all printer and author edits. The Fund and/or General Partner
      shall make arrangements for the printing and mailing of the Account
      Statements.

            


    

    
      	
               
      

            	
              ·

            	
              Upon
      review and approval of each above-mentioned report by the General
      Partner’s Treasurer and/or Chief Financial Officer (or such person
      performing such functions), the Administrator shall file such reports with
      the CFTC and/or NFA as required, including any applicable executive
      officer certifications or other exhibits to such
  reports.

            


    

    
      	
               
      

            	
              ·

            	
              In
      connection with the preparation of each Annual Report on Form 10-K, the
      Administrator shall coordinate the audit of the Fund by its independent
      public accountant (e.g., manage open items lists, host weekly audit
      meeting, etc.).

            


    

    


    The
Administrator shall assist the Fund and/or the General Partner in preparing Fund
press releases with respect to interim statements and quarterly results and
transmitting such press releases to the NYSE Arca and such other entities as
requested by the Fund or the General Partner.

    


    Assistant
Treasurer Services

    The
Administrator shall perform the following services as requested by the General
Partner’s Treasurer (or person performing such function):

    
      	
               
      

            	
              ·

            	
              Prepare
      and obtain authorization of Fund expense invoices on a bi-monthly
      basis

            


    

    
      	
               
      

            	
              ·

            	
              Prepare
      the Fund’s quarterly budget and make recommendations for adjustments as
      appropriate

            


    

    
      	
               
      

            	
              ·

            	
              Prepare
      a monthly expense pro forma for the
Fund

            


    

    
      	
               
      

            	
              ·

            	
              Provide
      consultative services with respect to financial matters of the Fund as may
      be requested and agreed to among the Fund, the General Partner and the
      Administrator from time to time

            


    

    


    Corporate Secretarial
Services

    The
Administrator shall perform the following secretarial services:

    
      	
               
      

            	
              ·

            	
              Provide
      an “Assistant Secretary” who may be approved as an officer of the Fund by
      the Board of Directors

            


    

    
      	
               
      

            	
              ·

            	
              Maintain
      a calendar for Board and Audit Committee matters/approvals in a form to be
      agreed upon by the parties from time to
time

            


    

    
      	
               
      

            	
              ·

            	
              Prepare
      quarterly Board and Audit Committee meeting materials, including notices,
      scripts, agendas, resolutions, memoranda, minutes, and mail the materials
      to the Board and such other persons as instructed by the General
      Partner

            


    

    
      	
               
      

            	
              ·

            	
              Attend
      quarterly Board and Audit Committee meetings, take minutes of the
      meetings, make presentations as required and follow up on matters raised
      at the meetings.  In the event that the Administrator is asked
      to perform secretarial services for more than four quarterly Board or
      Audit Committee meetings per calendar year, the Fund will be assessed
      special meeting fees. Fees may range between $2,500 and $10,000 per
      meeting, depending upon the complexity of the meeting materials and
      discussion and the location of the meeting.  Out-of-pocket
      expenses associated with the production and mailing of all Board and
      committee meeting materials, as well as travel expenses associated with
      in-person attendance at meetings, will be charged to the
    Fund

            


    

    
      	
               
      

            	
              ·

            	
              Prepare
      the annual directors and officers questionnaires and distribute the
      questionnaires to the directors and officers of the General
      Partner

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Regulatory
Support Services

    The
Administrator shall perform the following regulatory services for the
Fund:

    
      	
               
      

            	
              ·

            	
              Maintain
      a calendar for all SEC, CFTC, NFA and NYSE Arca regulatory matters in the
      form of Exhibit
      B; provided that the Fund and/or General Partner shall notify the
      Administrator of additional regulatory matters to be added to such
      calendar as soon as practicable.

            


    

    
      	
               
      

            	
              ·

            	
              Within
      a 45 day production cycle, or shorter time
      period as required by the U.S.
      Securities and Exchange Commission (the “SEC”) and communicated to the Administrator by the
      Fund and/or the General Partner, one first fiscal quarter report of
      the Fund, one second fiscal quarter report of the Fund and one third
      fiscal quarter report of the Fund, each on Form
  10-Q.

            


    

    
      	
               
      

            	
              ·

            	
              Within
      a 90 day production cycle, or shorter time period as required by the
      SEC and communicated to the
      Administrator by the Fund and/or General Partner, one annual report of the
      Fund on Form 10-K per fiscal year.  The preparation of the Form
      10-K includes the coordination of all printer and author edits and the
      review of printer drafts.

            


    

    
      	
               
      

            	
              ·

            	
              Within
      90 days after the end of the Fund’s fiscal year, an Annual Report of the
      Fund in compliance with the requirements of the NFA and CFTC Rule
      §4.22(c); such preparation includes the coordination of all printer and
      author edits and the review of printer drafts.  The Fund and/or
      General Partner shall make arrangements for the printing and mailing of
      the Annual Report.

            


    

    


    Upon
review and approval of each above-mentioned report by the General Partner’s
Treasurer and/or Chief Financial Officer (or such person performing such
functions), the Administrator shall Edgarize and file, or cause to be Edgarized
and filed, such reports with the SEC, CFTC and/or NFA as required, including any
applicable executive officer certifications or other exhibits to such
reports.

    


    The
Administrator shall perform the following additional regulatory services for the
Fund:

    
      	
               
      

            	
              ·

            	
              Prepare
      the materials for and attend one unitholder meeting per calendar year
      (including preparation of the proxy statement, notice and other
      solicitation materials and filing such materials with the SEC and taking
      minutes of the meeting), at the Fund’s
request

            


    

    
      	
               
      

            	
              ·

            	
              Coordinate
      with the Fund’s transfer agent or solicitor in monitoring the unitholder
      vote solicitation and tabulation for one unitholder meeting per calendar
      year, at the Fund’s request

            


    

    
      	
               
      

            	
              ·

            	
              Prepare
      and file, or cause to be filed, the following regulatory
      notices/forms/reports:

            


    

    
      	
               
      

            	
              o

            	
              With
      the SEC, Forms 3, 4 and 5 and Schedules 13D and 13G for the officers and
      directors of the General Partner and such other persons as requested by
      the Fund

            


    

    
      	
               
      

            	
              o

            	
              With
      the SEC, Current Reports on Form 8-K as circumstances
    warrant.

            


    

    
      	
               
      

            	
              o

            	
              With
      the NYSE Arca, such notices/forms as agreed to among the Fund, the General
      Partner and the Administrator

            


    

    


    Transfer
Agency Services

    The
Administrator shall perform the following transfer agency services:

    


    I.           Issuance
and Redemption of Fund Units. It is agreed and understood that the Fund, and the
Administrator on the Fund’s behalf, shall issue and redeem Units of the Fund in
blocks of 100,000 Units (“Creation Baskets” and “Redemption Baskets,”
respectively) to and from such persons as are identified by the Fund as
“Authorized Purchasers” or “Authorized Participants.”

    


    
      	
               
      

            	
              A.

            	
              Pursuant
      to such purchase orders that the Administrator as the Index Receipt Agent
      shall receive from the ALPS Distributors, Inc. (“Marketing Agent”) and
      pursuant to the procedures set forth in the Authorized Purchaser Agreement
      entered into by the Fund, Administrator shall transfer appropriate trade
      instructions to the Fund’s custodian, Brown Brothers Harriman & Co.
      (“Custodian”) and pursuant to such orders register the appropriate number
      of book entry only Fund Units in the name of The Depository Trust Company
      (“DTC”) or its nominee as a unitholder (each a “Unitholder”) of the Fund
      and deliver the Units of the Fund on the
  business.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              B.

            	
              Pursuant
      to such redemption orders that Index Receipt Agent shall receive from the
      Marketing Agent, pursuant to the procedures set forth in the Authorized
      Purchaser Agreement entered into by the Fund, Administrator shall transfer
      appropriate trade instructions to the Custodian and, pursuant to such
      orders, redeem the appropriate number of Fund Units that are delivered to
      the designated DTC Participant Account of the Custodian for redemption and
      debit such Units from the account of the Unitholder on the register of the
      Fund.

            


    

    


    
      	
               
      

            	
              C.

            	
              On
      behalf of the Fund, Administrator shall issue Fund Units in Creation
      Baskets for settlement with purchasers through DTC as the purchaser is
      authorized to receive. Beneficial ownership of Fund Units shall be shown
      on the records of DTC and DTC Participants and not on any records
      maintained by the Administrator.  In issuing Fund Units through
      DTC to a purchaser, Administrator shall be entitled to rely upon the
      latest Instructions that are received from the Marketing Agent by the
      Administrator as Index Receipt Agent concerning the issuance and delivery
      of such Units for settlement.

            


    

    


    
      	
               
      

            	
              D.

            	
              Administrator
      shall not issue on behalf of the Fund any Fund Units where it has received
      an Instruction from the Fund, the General Partner or the Marketing Agent
      or written notification from any federal or state authority that the sale
      of the Fund Units has been suspended or discontinued, and Administrator
      shall be entitled to rely upon such Instructions or written
      notification.

            


    

    


    
      
        	
                
                

              	
                E.

              	
                Upon
      the issuance of Fund Units as provided herein, Administrator shall not be
      responsible for the payment of any original issue or other taxes, if any,
      required to be paid by the Fund, the General Partner or the Marketing
      Agent in connection with such
issuance.

              


      

    

    


    
      	
               
      

            	
              F.

            	
              Fund
      Units may be redeemed in accordance with the procedures set forth in the
      relevant Authorized Purchaser Agreement and Administrator shall duly
      process all redemption requests.

            


    

    


    
      
        	
                
                

              	
                G. 

              	
                 Administrator
      will act only upon Instruction from the Fund and/or the General Partner in
      addressing any failure in the delivery of cash, treasuries and/or Shares
      in connection with the issuance and redemption of Fund
    Units.

              


      

    

    


    II.           Payment of Dividends and
Distributions on Fund Units.

    


    
      	
               
      

            	
              A.

            	
              As
      instructed by the Fund and/or the General Partner, the Administrator shall
      prepare and make payments for dividends and distributions declared by the
      Fund or the General Partner.

            


    

    


    
      	
               
      

            	
              B.

            	
              The
      Fund and/or the General Partner shall promptly notify the Administrator of
      the declaration of any dividend or distribution.  The Fund
      and/or the General Partner shall furnish to the Administrator a statement
      signed by an Authorized Person: (i) indicating that dividends have been
      declared on a specific periodic basis and Instructions specifying the date
      of the declaration of such dividend or distribution, the date of payment
      thereof, the record date as of which unitholders shall be entitled to
      payment, the total amount payable to the unitholders and the total amount
      payable to Administrator as transfer agent on the payment date; or (ii)
      setting forth the date of the declaration of any dividend or distribution,
      the date of payment thereof, the record date as of which the unitholders
      are entitled to payment, and the amount payable per unit to each
      unitholder as of that date and the total amount payable to Administrator
      as transfer agent on the payment
date.

            


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              C.

            	
              Based
      upon the amount of Fund Units outstanding on its books and records, the
      Fund and/or the General Partner shall calculate the total dollar amount of
      the dividend or distribution and notify the Administrator of this
      amount.  The Fund and/or the General Partner shall then instruct
      the Administrator to direct the Custodian to place in a separate cash
      account maintained by the Administrator funds equal to the total cash
      amount of the dividend or distribution to be paid out.  Should
      the Custodian determine that it does not have sufficient cash in the
      Custody Account to pay the total amount of the dividend or distribution to
      the Administrator, the Administrator shall advise the Fund and/or the
      General Partner and the Fund and/or the General Partner shall either
      adjust the rate of the dividend or distribution or provide additional cash
      directly to the Custodian for credit to the separate cash account
      maintained by the Custodian.  When instructed by the Fund and/or
      the General Partner, the Administrator shall direct the Custodian to make
      payment of such dividend or distribution to the account of each
      unitholder.

            


    

    


    
      	
               
      

            	
              D.

            	
              Should
      the Administrator or the Custodian not receive from the Fund sufficient
      cash to make payment as provided in the immediately preceding Subsection,
      the Administrator shall notify the Fund and/or the General Partner, and
      the Administrator shall withhold payment to the unitholders until
      sufficient cash is provided to the Custodian and the Administrator shall
      not be liable for any claim arising out of such
    withholding.

            


    

    


    


    III.           Maintenance of Registry of
Limited Partners and Persons Applying to Become Limited
Partners.

    


    Pursuant
to the Limited Partnership Agreement for the Fund, all purchasers of Units who
wish to become limited partners or record holders and receive cash distributions
(if any) must deliver an executed transfer application in which the purchaser or
transferee must certify that, among other things, he/she agrees to be bound by
the Funds Limited Partnership Agreement and is eligible to purchase the Fund’s
securities.  Any transfer of Units will not be recorded by the
transfer agent unless a completed transfer application is delivered to the
General Partner or the Administrator.

    


    The
Administrator shall keep a record of all transfer applications received, with
each applicant deemed as a holder of record until the application is approved by
the Fund.  All applications will be forwarded by the Administrator to
the General Partner to obtain its consent.  Once such consent is
obtained, the holder shall become Limited Partners.  The Administrator
shall maintain a registry of all Limited Partners and holders of record of the
Fund.

    


    IV.           Recordkeeping.

    


    
      	
               
      

            	
              A.

            	
              The
      Administrator shall record the issuance of Fund Creation Baskets and
      maintain, pursuant to Rule 17Ad-6(b) under the Securities Exchange Act of
      1934, as amended, a record of the total number of Fund Creation Baskets
      that are authorized, issued and outstanding based upon data provided to
      Administrator by the Fund and/or the General Partner.  The
      Administrator shall also provide the Fund and/or the General Partner on a
      regular basis with the total number of Fund Units authorized, issued and
      outstanding; provided however that the Administrator shall not be
      responsible for monitoring the issuance of such Units or compliance with
      any laws relating to the validity of the issuance or the legality of the
      sale of such Units.

            


    

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    APPENDIX
B TO THE

    ADMINISTRATIVE
AGENCY AGREEMENT

    


    List
of Authorized Persons

    


    


    


     

     

     

    
 

    


    
      
        	UNITED STATES SHORT OIL FUND,
      LP	 	 	 	 
	
                By:  United
      States Commodity Funds LLC, as General Partner

              	 	 	 	 
	 	 	 	 	 	 
	
                By: 
       

              	                                                                                                            
    	 	 	
              	 
	 	
                Name:
      Nicholas D. Gerber

              	 	 	
              	 
	 	
                Title: 
      President and Management Director

              	 	 	
                 

              	 
	 	Date: 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	UNITED STATES COMMODITY FUNDS
      LLC	 	 	 	 
	 	 	 	 	 	 
	By: 	 	 	 	 	 
	 	Name:
      Nicholas D. Gerber 	 	 	 	 
	 	Title:
      President and Management Director 	 	 	 	 
	 	Date: 	 	 	 	 


      

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    APPENDIX
C TO THE

    ADMINISTRATIVE
AGENCY AGREEMENT

    


    AUTHORIZED
SOURCES

    


    The General Partner a The General Partner and the Fund hereby
acknowledge that the Administrator is authorized to use the following authorized
sources for financial reporting, pricing (including corporate actions,
dividends and rights offering), and foreign exchange quotations, to assist it in
fulfilling its obligations under the aforementioned Agreement.

    BLOOMBERG

    EXTEL
(LONDON)

    FUTURES
COMMISSION MERCHANTS

    FUND
MANAGERS

     INTERACTIVE
DATA CORPORATION

     BROKERS

     REUTERS

     SUBCUSTODIAN
BANKS

     TELEKURS

     VALORINFORM
(GENEVA)

     REPUTABLE
FINANCIAL PUBLICATIONS

     STOCK
EXCHANGES

     FINANCIAL
INFORMATION INC. CARD

     JJ
KENNY

     FRI
CORPORATION

    


    
      	UNITED STATES SHORT OIL FUND,
      LP	 	 	 	 
	
              By:  United
      States Commodity Funds LLC, as General Partner

            	 	 	 	 
	 	 	 	 	 	 
	
              By: 
       

            	                                                                                                            
    	 	 	
            	 
	 	
              Name:
      Nicholas D. Gerber

            	 	 	
            	 
	 	
              Title: 
      President and Management Director

            	 	 	
               

            	 
	 	Date: 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	UNITED STATES COMMODITY FUNDS
      LLC	 	 	 	 
	 	 	 	 	 	 
	By: 	 	 	 	 	 
	 	Name:
      Nicholas D. Gerber 	 	 	 	 
	 	Title:
      President and Management Director 	 	 	 	 
	 	Date: 	 	 	 	 


    

     

     

     

    
      
        
        

      

      
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    APPENDIX
D

     

    


    BBH
Pricing Policies

    Futures,
Forwards, Swaps, Options and Treasuries

    


    The
pricing policies stated below are used for all BBH clients, including Mutual
Fund Registered Investment Companies.  These policies have been
audited by numerous accounting firms during annual fund audits.

    


    Futures

    Futures traded on exchanges are valued
using the closing settlement prices quoted on the relevant exchange and obtained
from pricing sources, typically Bloomberg or Reuters.

    


    Forward
Currency Contracts

    BBH obtains the WM Reuters London Close
closing spot rates and the WM Reuters London Close forward point rates on a
daily basis.  The currency forward contract pricing model derives the
differential in point rates to the expiration date of the forward and calculates
its present value.  The forward is valued at the net of the present
value and the spot rate.

    


    Swaps

    Swaps and other similar derivative or
contractual type instruments are valued at a price provided by a single broker
or dealer, typically the counterparty. If no such price is available, the
contract is valued at a price at which the counterparty to such contract would
repurchase the instrument or terminate the contract.

    


    Options

    Option
contracts on securities, currencies, indices, futures contracts, commodities and
other instruments shall be valued at the last sale price on the exchange or
market that is the Primary Market.  If a contract did not trade on the
Primary Market, it shall be valued at the last sale price on another exchange or
market where it did trade.   If there is no such sale price, the
value shall be the most recent bid quotation.

    


    Sale
prices and bid quotations indicated above shall be supplied by a Pricing Service
(Reuters, Bloomberg, IDC, etc.). If a Pricing Service is not able to provide
such sale prices or bid quotations, the value shall be determined by taking the
mean between the bid and the asked quotations provided by a single broker or
dealer, unless the broker or dealer can only provide a bid quotation, in which
case the value shall be such bid quotation.

    


    Except as
provided below, OTC currency options are valued by uploading the applicable
implied volatility rates from Reuters or Bloomberg.  Other inputs are
either uploaded (interest rates, spots) or are specified when the ticker symbols
are set up (expiration date, strike).  OTC currency options are then
priced by using the Garman-Kohlhagen modified Black-Scholes formula, which
adjusts for a constant yield versus a fixed dividend.

    


    Except as
provided below, OTC equity/index options are priced according to the contract
specifications (days to expiration, current spot index level, interest rates,
dividends, strike price) using the Black-Scholes pricing model, modified for
dividends.  The volatility input assumption is interpolated from the
previous day’s price.

    


    US
Treasuries

    BBH uses
an evaluated bid supplied by IDC for treasury prices.

    


    
      
        
        

      

      
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