AMENDMENT
NO. 2 TO LICENSING AGREEMENT

     

    This
Amendment No. 2 to Licensing Agreement (this “Amendment”) entered into as
of November 8, 2010 (the “Amendment Effective Date”)
amends the Licensing Agreement dated December 11, 2009, as amended by that
certain Amendment to Licensing Agreement dated October 18, 2010 (“Advisory Agreement”), by and
among SummerHaven Investment Management, LLC (“SHIM”), a Delaware limited
liability company with its principal place of business at 1266 East Main Street,
Soundview Plaza, Fourth Floor, Stamford, CT 06902, and United States Commodity
Funds LLC (“USCF”), a
Delaware limited liability company with its principal place of business at 1320
Harbor Bay Parkway, Suite 145, Alameda, California 94502.

    


    WHEREAS,
pursuant to the Advisory Agreement with SHIM dated December 11, 2009 as amended
by that certain Amendment to Advisory Agreement dated October 18, 2010 and that
certain Amendment No. 2 to Advisory Agreement dated as of the date hereof, USCF
is retaining SHIM to provide certain consulting services in connection with the
operation of a new fund in connection with the SummerHaven Copper Index (the
“New Fund”) that will be
registered as separate series of the United States Commodity Index Funds Trust,
a Delaware statutory trust, and the units of the New Fund will be offered to the
public and will be traded on a national securities exchange (the date on which
the New Fund commences trading, the “Launch Date”);
and

    


    WHEREAS,
in connection therewith, the parties desire to amend the Licensing Agreement as
follows to provide for the SummerHaven Copper
Index (the “New
Index”) to be sublicensed by SHIM to
USCF as set forth herein;

    


    NOW,
THEREFORE, in consideration of the foregoing, the parties agree to amend the
Licensing Agreement as follows:

     

    
      	
               
      

            	
              1.

            	
              The
      Licensing Agreement shall be amended to add a new Exhibit G, which shall
      be in the form attached hereto, identifying the New Index and service mark
      for the New Index.

            


    

     

    
      	
               
      

            	
              2.

            	
              Except
      as otherwise provided herein, all references to the “Index” in the
      Licensing Agreement shall be deemed to include the New Index, as the
      context may so require.

            


    

     

    
      	
               
      

            	
              3.

            	
              With respect to the New Index only, the Licensing
      Agreement shall be amended to substitute “Amendment Effective Date” for
      “Effective Date”.

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      Licensing Agreement shall be amended to add a new Exhibit H, which shall
      be in the form attached hereto, providing the Fee Schedule for the New
      Index.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
parties have entered into this Amendment No. 2 to Licensing Agreement, as of the
Amendment Effective Date.

     

    
      
        	
                SUMMERHAVEN
      INVESTMENT MANAGEMENT, LLC

              
	 
      	 
      
	
                By:
      

              	
                /s/  Ashraf R.
      Rizvi 

              
	
                 

              	
                Name  Ashraf
      R. Rizvi

              
	 
      	
                Title    Partner

              
	 
      	 
      
	
                UNITED
      STATES COMMODITY FUNDS LLC

              
	 
      	 
      
	
                By:
      

              	
                /s/  Howard
Mah

              
	 
      	
                Name  Howard
      Mah

              
	 
      	
                Title    Management
      Director

              


      

    

    


    
      
        
        

      

      
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    Exhibit
G

     

    Index:

     

    SummerHaven Copper Index (“SCI”), as described in the final prospectus to be filed by
the relevant New Fund in its initial public offering or as otherwise agreed by
USCF and SHIM

     

    Service
Marks:

     

    SCI

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
H

     

    Fee
Schedule:

     

    USCF and/or the applicable New Fund, as the case may be,
will pay to SHIM with respect to the SummerHaven Copper Index (a) an annual fee
of $30,000 for the calendar year 2010, payable before December 31, 2010, and
$15,000 annually thereafter, payable within 10 days of the beginning of each
calendar year, and (b) an annual sublicense fee of 0.06% (6 basis points) of the
average daily assets of such New Fund which shall be paid on a monthly basis
(within 30 business days of the end of each calendar month) as
follows:

     

    The
sublicense fee for each month will be calculated as the sum of daily calculated
sublicense fees according to the following formula:

     

    Daily
Sublicense Fee = (Total Assets of the New Fund x 0.06%) divided by
365.

     

    On days
on which the units of the New Fund are not traded, the Total Assets for the
respective sublicense fees will be those determined on the previous day on which
the New Fund’s units were traded.

     

    
      
        
        

      

      
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