AMENDMENT
TO ADVISORY AGREEMENT

        

      This
Amendment to the Advisory Agreement dated December 11, 2009 (“Advisory Agreement”), is made
and entered into as of the 18th day of
October, 2010 (the “Amendment Effective Date”),
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,
USCF desires to retain SHIM to provide certain consulting services in connection
with the operation of certain funds in connection with the New Indices (as
defined below) (the “New Funds”) that will be
registered as separate series of the United States Commodity Index Funds Trust,
a Delaware statutory trust, and the units of each such New Fund will be offered
to the public and will be traded on a national securities exchange (the date on
which each such New Fund commences trading, the “Launch Date” for such New
Fund); and

       

      WHEREAS,
pursuant to an Amendment, dated the date hereof, to the Licensing Agreement with
SHIM dated December 11, 2009, USCF will be granted a sublicense from SHIM with
respect to two new commodity indices, the SummerHaven Dynamic Agricultural Index (“SDAI”) and SummerHaven Dynamic Metals Index (“SDMI” and together with SDAI, the “New Indices”), which are owned, calculated, maintained and
published by SummerHaven Index Management, LLC and licensed to SHIM, for the use
of certain names and marks and the use of the New Indices as set forth
therein;

       

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

       

      
        	
                 
      

              	
                1.

              	
                The
      Advisory Agreement shall be amended to add a new Exhibit C and E, each of
      which shall be in the form attached hereto, identifying the New Indices
      and service marks for the New
Indices.

              


      

       

      
        	
                 
      

              	
                2.

              	
                Except
      as otherwise provided herein, all references to the Index in the Advisory
      Agreement shall be deemed to include SDAI and SDMI, and references to the
      “Fund” shall be deemed to include the New Funds, as the context may so
      require.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Exhibit B attached to the Advisory Agreement shall
      be amended and restated in its entirety by Exhibit B attached
      hereto.

              


      

       

      
        	
                 
      

              	
                4.

              	
                The
      Advisory Agreement shall be amended to add a new Exhibit D and F, each of
      which shall be in the form attached hereto, providing the Fee Schedule for
      each of SDAI and SDMI, respectively.  For avoidance of doubt, the Fee Schedule set forth
      in Exhibits D and F shall apply to each of the New Funds, as
      applicable.  

              


      

       

      
        	
                 
      

              	
                5.

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

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                6.

              	
                Section 7(a) of the Advisory Agreement shall be
      amended to delete: (a) the words “as an investment adviser with the U.S.
      Securities Exchange Commission and”, and (b) the second sentence
      thereof.

              


      

       

      Except as otherwise set forth herein, the Advisory
Agreement shall remain in full force and effect.

       

      IN WITNESS WHEREOF, the
parties have entered into this Amendment to the Advisory 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 

 

                  
                    
                       


                    

                    
                      2

                      
                        

                      

                    

                    
                       


                    

                  



              

            

          

        

      

      Exhibit
B

       

      Fee
Schedule

       

      USCF
and/or the Fund will pay a monthly advisory fee in connection with the SummerHaven Dynamic Commodity Index (the “Fee”)
to SHIM equal to the product of “A” minus “B”, with that result multiplied by
0.5, minus “C”, where:

      


      “A”
equals the amount of all management, advisory, or other fees currently
payable by the Fund to USCF during the measured monthly period as measured in
basis points, and,

      


      “B”
equals 14 basis points, and,

      


      “C”
equals 6 basis points.

      


      USCF
and/or the Fund will pay the advisory fee as a percentage of the average daily
assets of the Fund to SHIM, which shall be paid on a monthly basis.  The
advisory fee for each month will be calculated as the sum of daily calculated
advisory fees according to the following formula:

      


      Daily
Advisory Fee = (Total Assets of the Fund x  ((A-B) x .5) - .C%, 
divided by 365.

      


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

      


      The Fee shall be paid to SHIM within 30 days of the end
of each calendar month.

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Exhibit
C

       

      Index:

       

      SummerHaven Dynamic Agricultural Index (“SDAI”), 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:

       

      SDAI

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Exhibit
D

       

      Fee
Schedule

       

      USCF
and/or the applicable New Fund will pay a monthly advisory fee in connection
with the SummerHaven Dynamic Agricultural
Index (the “Fee”) to SHIM equal to the product of “A” minus “B”, with
that result multiplied by 0.5, minus “C”, where:

      


      “A”
equals the amount of all management, advisory, or other fees currently
payable by the applicable New Fund to USCF during the measured monthly period as
measured in basis points, and,

      


      “B”
equals 18 basis points, and,

      


      “C”
equals 6 basis points.

      


      USCF
and/or the applicable New Fund will pay the advisory fee as a percentage of the
average daily assets of such New Fund to SHIM, which shall be paid on a monthly
basis.  The advisory fee for each month will be calculated as the sum of
daily calculated advisory fees according to the following formula:

      


      Daily
Advisory Fee = (Total Assets of the applicable New Fund x  ((A-B) x .5) -
..C%,  divided by 365.

      


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

      


      The Fee shall be paid to SHIM within 30 days of the end
of each calendar month.

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Exhibit
E

       

      Index:

       

      SummerHaven Dynamic Metals Index (“SDMI”), 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:

       

      SDMI

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Exhibit
F

       

      Fee
Schedule:

       

      Fee
Schedule

       

      USCF
and/or the applicable New Fund will pay a monthly advisory fee in connection
with the SummerHaven Dynamic Metals Index
(the “Fee”) to SHIM equal to the product of “A” minus “B”, with that result
multiplied by 0.5, minus “C”, where:

      


      “A”
equals the amount of all management, advisory, or other fees currently
payable by the applicable New Fund to USCF during the measured monthly period as
measured in basis points, and,

      


      “B”
equals 18 basis points, and,

      


      “C”
equals 6 basis points.

      


      USCF
and/or the applicable New Fund will pay the advisory fee as a percentage of the
average daily assets of such New Fund to SHIM, which shall be paid on a monthly
basis.  The advisory fee for each month will be calculated as the sum of
daily calculated advisory fees according to the following formula:

      


      Daily
Advisory Fee = (Total Assets of the applicable New Fund x  ((A-B) x .5) -
..C%,  divided by 365.

      


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

      


      The Fee shall be paid to SHIM within 30 days of the end
of each calendar month.

       

      
        
           


        

        
          7