AMENDED
AND RESTATED ADVISORY AGREEMENT


This
Amended and Restated Advisory Agreement (“Agreement”) is made and entered into as of May 1, 2018 (“Effective
Date”), by and between 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 1999 Harrison Street, Suite 1530, Oakland, California 94612.


WHEREAS,
pursuant to the advisory agreement between USCF and SHIM dated December 11, 2009, as subsequently amended as of October 18, 2010,
November 8, 2010, and July 1, 2011 (the “Prior Agreement”), USCF has retained SHIM to provide certain
advisory services in connection with the operation of certain exchange-traded funds created as separate series of the United States
Commodity Index Funds Trust (the “Trust”) and set forth on Exhibit A (as such Exhibit may be amended
from time to time to incorporate new funds by mutual consent) (together, the “Funds”); and


WHEREAS,
this Agreement amends and restates the Prior Agreement in its entirety; and


WHEREAS,
SHIM is willing to continue to provide such advisory services under the terms of this Agreement; and


WHEREAS,
USCF has under an amended and restated licensing agreement with SummerHaven Index Management, LLC (“SHIX”),
dated the same date as this Agreement (“Licensing Agreement”), continued to license from SHIX the use
of certain names and marks (“Service Marks”), including those of certain indices owned, calculated,
maintained and published by SHIX (“Indexes”), and the use of the Indexes in connection with the Funds
as set forth in Exhibit B (as such Exhibit may be amended from time to time to incorporate new or additional Service Marks or
Indexes);


NOW,
THEREFORE, in consideration of the foregoing, and in reliance upon the mutual promises contained in this Agreement, the parties,
intending to be legally bound, agree as follows:


		1.	SERVICES



		(a)	During
                                         the term of this Agreement, SHIM, as adviser to the Funds, will have discretionary authority
                                         with respect to the purchase, sale or holding of commodity interests by the Funds and
                                         will provide advice regarding whether specific commodity interests should be purchased
                                         by the Funds in accordance with the procedures agreed to between SHIM and USCF. SHIM
                                         shall further provide to USCF and the Funds, as applicable: (a) general consultation
                                         regarding the markets for and trading in commodity interests, and (b) such information
                                         and data as may reasonably be requested by USCF regarding the principals of SHIM and
                                         the Index for inclusion in regulatory filings and marketing materials for the Funds (all
                                         such advice and services, the “Services”).




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		(b)	USCF
                                         acknowledges and agrees that SHIM and its principals are required to devote only such
                                         time as may be reasonably required with respect to the Services. Other than as set forth
                                         below, SHIM and its affiliates, including their respective partners, directors, members,
                                         stockholders, officers and employees (together, “Affiliates”)
                                         will not be precluded from engaging directly or indirectly in any other business or activity,
                                         including, but not limited to, exercising investment advisory and management responsibility
                                         and buying, selling or otherwise dealing with securities, commodities or other investments
                                         for their own accounts, for the accounts of family members, for the accounts of other
                                         funds and for the accounts of individual and institutional clients. SHIM and its affiliates
                                         may also serve as the general partner or investment manager of other funds, client accounts
                                         and proprietary accounts (collectively, its “Clients”). Other than set forth
                                         below, SHIM and its affiliates will perform, among other things, investment advisory
                                         and management services for Clients other than the Funds and in that connection to give
                                         advice and take action in the performance of their duties to those Clients which may
                                         differ from the timing and nature of action taken with respect to any Fund. The Investment
                                         Manager will make all investment decisions relating to the Funds and its other Clients
                                         in a manner consistent with its fiduciary obligations to act in good faith in what it
                                         considers to be the Funds’ and its Clients’ best interests.



		(c)	Notwithstanding
                                         the foregoing, SHIM and SHIM’s Affiliates shall not engage in management, investment,
                                         or commodity trading activities, as the general partner, managing member, investment
                                         adviser, commodity trading advisor or otherwise for a commodity exchange-traded fund
                                         (as defined below) that bases its return by reference to any Index or another Substantially
                                         Similar Commodity Index (as defined below), for as long as they are parties to this Agreement,
                                         and for three (3) months following the termination of this Agreement but only if a termination
                                         has occurred by SHIM under Section 3(a) or 3(e)(ii) hereto or by USCF under Section 3(a)
                                         hereto. “Substantially Similar Commodity Index” shall mean an index with
                                         all of the following criteria: (i) it is created by SHIX or any of its affiliates; (ii)
                                         it is broadly diversified; (iii) it is long only; (iv) the index components are selected
                                         from a group of at least 22 commodities; and (v) the components of the index at all times
                                         consist of at least 10 commodities. “Commodity exchange-traded fund” shall
                                         mean a fund open to the public and traded on a U.S. or foreign securities exchange whose
                                         net asset value is calculated daily and which trades throughout the trading day, and
                                         which does not invest in securities.



		(d)	The
                                         services furnished by SHIM hereunder are deemed not to be exclusive, and nothing in this
                                         Agreement shall (i) prevent SHIM or any affiliated person of SHIM or any employee, agent,
                                         manager or affiliated person of such person from acting as an investment adviser or CTA
                                         for any other person or persons, or (ii) limit or restrict SHIM or any such employee,
                                         agent, manager or affiliated person from buying, selling or trading any securities, commodity
                                         interests or other investments for its or their own accounts or for the accounts of others
                                         for whom it or they may be acting. The Funds and other accounts advised or managed by
                                         SHIM may invest in the same securities or commodity interests. When SHIM seeks to purchase
                                         or sell the same securities or commodity interests at substantially the same time on
                                         behalf of a Fund and/or another account, SHIM shall, to the extent permitted by law and
                                         to the extent reasonably practicable, aggregate such orders or otherwise effect such
                                         transaction on either an average price basis or high to high/low to low price basis,
                                         and available investments will be allocated as to amount in a manner which SHIM believes
                                         to be equitable to the Fund and such other account. In some instances, this investment
                                         procedure may adversely affect the price paid or received by the Fund or the size of
                                         the position obtained or sold by the Fund. In that connection, however, SHIM agrees that
                                         in rendering consulting, advisory and management services to other commodity interest
                                         trading accounts and entities, it will seek to achieve an equitable treatment of all
                                         accounts and will use a fair and reasonable system of order entry for all accounts.




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		2.	FEES



		(a)	For
                                         the Services provided hereunder, USCF and/or the Funds will pay SHIM advisory fees as
                                         set forth in the fee schedule attached as Exhibit C to this Agreement.



		3.	TERM
                                         AND TERMINATION



		(a)	With
                                         respect to each Fund, this Agreement shall remain in effect until December 1, 2019(“Initial
                                         Period”), unless earlier terminated by either USCF or SHIM in accordance
                                         with this Section 3. After the Initial Period, this Agreement shall continue for successive
                                         three-year periods (“Successive Three-Year Period”) unless
                                         terminated by either party as of the end of the Initial Period or each Successive Three-Year
                                         Period by providing at least ninety (90) days’ written notice of such termination
                                         prior to the end of the Initial Period or such Successive Three-Year Period, except as
                                         otherwise provided in this Section 3. Upon termination of this Agreement USCF shall cease
                                         to use the Indexes and the Service Marks.



		(b)	If
                                         a party (the “Breaching Party”) is in material breach of any
                                         terms of this Agreement, either USCF or SHIM, as the case may be, may so notify the Breaching
                                         Party in writing, specifying the nature of the breach in reasonable detail. The Breaching
                                         Party shall have thirty (30) calendar days from delivery of that notice to correct the
                                         breach; provided that, if the breach is not cured within the identified time period,
                                         the other party may terminate this Agreement at any time after the thirty (30) days’
                                         written notice to the Breaching Party with another ninety (90) days’ written notice.



		(c)	Either
                                         USCF or SHIM may terminate this Agreement upon thirty (30) days’ written notice
                                         to such other party if SHIM or USCF, as the case may be, is dissolved or its existence
                                         is terminated; becomes insolvent or bankrupt or admits in writing its inability to pay
                                         its debts as they mature, or makes an assignment for the benefit of creditors; has a
                                         custodian, trustee, or receiver appointed for it, or for all or substantially all of
                                         its property; has bankruptcy, reorganization, insolvency or liquidation proceedings or
                                         other proceedings for relief under any bankruptcy or similar law for the relief of debtors,
                                         instituted by or against it, and, if instituted against it, any of the foregoing is allowed
                                         or consented by the other party or is not dismissed within sixty (60) days after such
                                         institution.




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		(d)	Either
                                         USCF or SHIM may terminate this Agreement upon ninety (90) days’ written notice
                                         to the other party if any adverse finding is made in respect of, or official sanction
                                         imposed on, any party by any relevant regulatory authority which would be likely to have
                                         a material adverse effect on such party’s ability to perform its obligations under
                                         this Agreement.



		(e)	In
                                         the event that SHIX ceases calculation and publication of any Index, SHIM shall give
                                         USCF at least one hundred and eighty (180) days’ written notice prior to such discontinuance,
                                         which notice shall specify whether a replacement or substitute index will be available.
                                         USCF shall have the option hereunder to use any such replacement index under the terms
                                         of this Agreement by notifying SHIM within ninety (90) days of receiving written notice
                                         from SHIM regarding the replacement index, on the same terms and conditions (including
                                         payment of fees as set forth in Section 2 of this Agreement) as USCF or the Fund previously
                                         used the discontinued Index.



		(f)	USCF
                                         may terminate this Agreement with respect to a Fund immediately upon written notice to
                                         SHIM if:



		(i)	USCF
                                         is informed of the final adoption of any legislation or regulation that materially impairs
                                         USCF’s ability to market, promote, or issue, redeem or list on an exchange, shares
                                         of such Fund;



		(ii)	USCF
                                         determines in its sole discretion that its compliance with any new legislation or regulatory
                                         guidance in respect of the provision of its services hereunder with respect to such Fund
                                         will result in material hardship or material expense to USCF, or



		(iii)	Any
                                         material litigation or regulatory proceeding regarding a Fund is commenced which requires
                                         such Fund to cease existence, and no successor Fund is commenced with similar investment
                                         objectives;



		(iv)	Any
                                         material litigation or regulatory proceeding regarding SHIM or SHIX is commenced and
                                         USCF, in its sole discretion, expects such litigation or proceeding to have a material
                                         adverse effect on USCF.



		(v)	USCF
                                         elects to terminate the public offering or other distribution of such Fund; or



		(vi)	The
                                         Licensing Agreement is terminated pursuant to Section 3 thereof.



		(g)	USCF
                                         may terminate this Agreement in the event of a Change of Control of SHIM upon one hundred
                                         and twenty (120) days’ prior written notice to SHIM, with such notice to be given
                                         within thirty (30) days after the expiration of a ninety (90) day period which begins
                                         immediately upon the occurrence of such Change of Control (notice of which shall be given
                                         by SHIM to USCF prior to or immediately upon the occurrence of such event); provided,
                                         however, that if USCF does not so give notice to terminate this Agreement, this Agreement
                                         shall automatically extend for three (3) years from the date of such Change of Control.






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		(h)	SHIM
                                         may terminate this Agreement with respect to a Fund upon ninety (90) days’ written
                                         notice to USCF if:



 




	 	(i)	SHIM
                                         is informed of the final adoption of any legislation or regulation that materially impairs
                                         SHIM’s ability to perform Services with respect to such Fund under this Agreement;
	 	 	 
		(ii)	In
                                         connection with any legislation or regulation, or any advice, statement, ruling, or other
                                         communication by the CFTC or any exchange or self-regulatory organization, and/or due
                                         to any increase in size of any Fund or any other client of SHIM or its affiliates, SHIM
                                         determines in its sole reasonable discretion that it and/or its affiliates could imminently
                                         become subject to position limits, in connection with positions relating to one or more
                                         commodities, which position limits could reasonably be expected to impair its or their
                                         ability to perform advisory, management or other services to any of SHIM’s or any
                                         affiliate’s clients;



		(iii)	The
                                         Licensing Agreement is terminated by SHIX pursuant to Section 3 thereof;



		(iv)	SHIM
                                         determines in its sole discretion that its compliance with any new legislation or regulatory
                                         guidance in respect of the provision of its services hereunder with respect to such Fund
                                         will result in material hardship or material expense to SHIM, or



		(v)	Any
                                         material litigation or regulatory proceeding regarding USCF or any Fund is commenced
                                         and SHIM, in its sole discretion, expects such litigation or proceeding to have a material
                                         adverse effect on SHIM.



		(i)	SHIM
                                         may terminate this Agreement in the event of a Change of Control of USCF upon one hundred
                                         and eighty (120) days’ prior written notice to USCF, with such notice to be given
                                         within thirty (30) days after the expiration of a ninety (90) day period which begins
                                         immediately upon the occurrence of such Change of Control (notice of which shall be given
                                         by USCF to SHIM prior to or immediately upon the occurrence of such event); provided,
                                         however, that if SHIM does not so give notice to terminate this Agreement, this Agreement
                                         shall automatically extend for three (3) years from the date of such Change of Control.



		(j)	For
                                         purposes of this Agreement, “Change of Control” of SHIM or USCF means the
                                         occurrence of any of the following: (1) the sale, lease, transfer, conveyance or other
                                         disposition, in one or a series of related transactions, of all or substantially all
                                         the assets, or (2) the sale, lease, transfer, conveyance or other disposition by a party
                                         of more than 50% of the outstanding voting equity or beneficial ownership as of the Effective
                                         Date (whether at the time of such disposition or in increments).



		(k)	No
                                         fees under Section 2 of this Agreement will be payable to SHIM by USCF after termination
                                         of this Agreement as set forth in this Section 3 except any outstanding fees. The fee
                                         for the month in which this Agreement is terminated will be pro-rated based on the number
                                         of days in the month during which the Agreement was in effect.




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		4.	INDEMNIFICATION;
                                         LIMITATION OF LIABILITY



		(a)	Neither
                                         SHIM and its affiliates nor any of their officers, directors, shareholders, members,
                                         partners, employees and any person who controls SHIM (collectively, Advisory Affiliates”)
                                         shall be liable to USCF or any Fund under the terms of this Agreement, except for acts
                                         or omissions of SHIM or an Advisory Affiliate which constitute willful misconduct, gross
                                         negligence, bad faith, or material breach of this Agreement or applicable law. USCF shall
                                         indemnify, defend and hold SHIM and its Advisory Affiliates, representatives, agents,
                                         attorneys, service providers, successors and assigns (collectively, the “SHIM
                                         Indemnified Parties”) harmless
                                         from and against any and all claims, liabilities, obligations, judgments, causes of action,
                                         costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”)
                                         in connection with or arising out of this Agreement, including but not limited to any
                                         material breach of this Agreement by USCF or any disclosure in the Registration Statement
                                         of any Fund (except disclosure about SHIM or the Index that has been specifically approved
                                         by SHIM), provided such expenses were not the result of any action or inaction of such
                                         SHIM Indemnified Party that constituted willful misconduct, gross negligence or bad faith
                                         of such party, or a material breach by such party of this Agreement or applicable law.



		(b)	SHIM
                                         shall indemnify, defend and hold USCF and its affiliates, members, directors, officers,
                                         shareholders, employees, representatives, agents, attorneys, successors and assigns (collectively,
                                         the “USCF Indemnified Parties”,
                                         and together with the SHIM Indemnified Parties, the “Indemnified Parties”
                                         or an “Indemnified Party”) harmless from and against any and
                                         all Losses arising out of (i) any material breach of this Agreement by SHIM, (ii) any
                                         disclosure in the Registration Statement of the Fund about SHIM or the Index that has
                                         been specifically approved by SHIM, or (iii) the gross negligence, recklessness or willful
                                         misconduct of SHIM in providing Services under this Agreement.



		(c)	Except
                                         as otherwise expressly provided herein, in no event shall either USCF or SHIM be liable
                                         to each other, nor shall SHIM be liable to the Funds, for any indirect, incidental, special
                                         or consequential damages, even if the party or an authorized representative thereof has
                                         been advised of the possibility of such damages. Nothing in this Agreement shall in any
                                         way constitute a waiver or limitation on any rights which a party may have under the
                                         federal securities laws.



		(d)	Promptly
                                         after receipt by any Indemnified Party of notice of the commencement of any action, the
                                         Indemnified Party shall, if indemnification is to be sought against the other party (the
                                         “Indemnifying Party”) under this Section 4, notify the Indemnifying
                                         Party in writing of the commencement thereof, but the omission to notify the Indemnifying
                                         Party shall relieve the Indemnifying Party from liability hereunder only to the extent
                                         that such omission results in the forfeiture by the Indemnifying Party of rights or defenses
                                         with respect to such action. In any action or proceeding, following provision of proper
                                         notice by the Indemnified Party of the existence of such action, the Indemnified Party
                                         shall be entitled to participate in any such action and to assume the defense thereof,
                                         with counsel of its choice, and after notice from the Indemnifying Party to such Indemnified
                                         Party of its election to assume the defense of the action, the Indemnifying Party shall
                                         not be liable to such Indemnified Party hereunder for any attorneys’ fees subsequently
                                         incurred by the Indemnified Party. The Indemnified Party shall cooperate in the defense
                                         of settlement of claims so assumed. The Indemnifying Party shall not be liable hereunder
                                         for the settlement by the Indemnified Party for any claim or demand unless it has previously
                                         approved the settlement or it has been notified of such claim or demand and has failed
                                         to provide a defense in accordance with the provisions hereof. In the event that the
                                         Indemnifying Party assumes the defense of the action, in negotiating any settlement the
                                         Indemnifying Party shall use commercially reasonable efforts to avoid any negative reputational
                                         or legal consequences to the Indemnified Party, and the Indemnified Party shall have
                                         the right to approve the terms of any settlement as to any such reputational or legal
                                         consequences in its reasonable discretion. Without limiting the foregoing, in no event
                                         may either party make any admission of liability by or on behalf of the other party without
                                         such other party’s express prior written consent.




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		5.	COVENANTS,
                                         REPRESENTATIONS AND WARRANTIES.



		(a)	Representations
                                         and Warranties of SHIM. SHIM represents and warrants that:



		(i)	SHIM
                                         has the full power and authority to enter into this Agreement and to perform its obligations
                                         under this Agreement.



		(ii)	SHIM
                                         is a limited liability company duly organized and validly existing under the laws of
                                         the state of Delaware with the power to own and possess its assets and carry on its business
                                         as it is now being conducted.



		(iii)	The
                                         execution, delivery and performance by SHIM of this Agreement are within SHIM’s
                                         powers and have been duly authorized by all necessary action and no further action is
                                         required on its part to authorize this Agreement.



		(iv)	The
                                         execution, delivery and performance by SHIM of this Agreement do not violate or result
                                         in a default under (i) any provision of applicable law, rule or regulation, (ii) SHIM’s
                                         governing instruments, or (iii) any agreement, judgment, injunction, order, decree or
                                         other instrument binding upon SHIM.



		(v)	SHIM
                                         is (a) registered as a commodity trading advisor (“CTA”) with
                                         the U.S. Commodity Futures Trading Commission (the “CFTC”),
                                         and is a member of the National Futures Association and (b) will continue to be so registered
                                         and remain such a member, in each case, if required, so long as this Agreement remains
                                         in effect.



		(vi)	This
                                         Agreement and each other agreement, instrument or document to be executed and delivered
                                         by SHIM pursuant to this Agreement constitutes the legal, valid and binding obligation
                                         of SHIM, enforceable in accordance with its terms, except as enforceability may be limited
                                         by applicable bankruptcy, insolvency and other laws and equitable principles affecting
                                         creditors’ rights generally and the discretion of the courts in granting equitable
                                         remedies.



		(vii)	SHIM
                                         represents that its other engagements or activities are as of the date of this Agreement
                                         not of a nature or magnitude so as to have a material adverse effect on its ability to
                                         fulfill its obligations under this Agreement.




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		(b)	Representations
                                         And Warranties of USCF. USCF represents and warrants that:



		(i)	USCF
                                         has the full power and authority to enter into this Agreement, to serve as the investment
                                         adviser to the Fund and the Subsidiary and to perform the services and its obligations
                                         described under this Agreement.



		(ii)	USCF
                                         is a limited liability company duly organized and validly existing under the laws of
                                         the state of Delaware with the power to own and possess its assets and carry on its business
                                         as it is now being conducted.



		(iii)	The
                                         execution, delivery and performance by USCF of this Agreement are within USCF’s
                                         powers and have been duly authorized by all necessary action and no further action is
                                         required on its part to authorize this Agreement.



		(iv)	The
                                         execution, delivery and performance by USCF of this Agreement do not violate or result
                                         in a default under (i) any provision of applicable law, rule or regulation, (ii) USCF’s
                                         governing instruments, or (iii) any agreement, judgment, injunction, order, decree or
                                         other instrument binding upon USCF.



		(v)	USCF
                                         is registered with applicable regulators in each capacity in which it is required to
                                         register to perform its duties with respect to the Trust and the Funds and will continue
                                         to be so registered, if required, so long as this Agreement remains in effect.



		(vi)	This
                                         Agreement and each other agreement, instrument or document to be executed and delivered
                                         by USCF pursuant to this Agreement constitutes the legal, valid and binding obligation
                                         of USCF, enforceable in accordance with its terms, except as enforceability may be limited
                                         by applicable bankruptcy, insolvency and other laws and equitable principles affecting
                                         creditors’ rights generally and the discretion of the courts in granting equitable
                                         remedies.



		(vii)	USCF
                                         serves as the commodity pool operator of the Funds.



		(viii)	Each
                                         of USCF and the Funds are “qualified eligible persons” as defined in the
                                         Commodity Exchange Act.




		(c)	Covenants
                                         Of SHIM.



		(i)	SHIM
                                         will promptly notify USCF of the occurrence of any event that would substantially impair
                                         SHIM’s ability to fulfill its commitments under this Agreement.
	 	 	 
	 	(ii)	SHIM
                                         will promptly notify USCF if it is served or otherwise receives notice of any action,
                                         suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
                                         government agency, self-regulatory organization, public board or body, involving the
                                         affairs of USCF or any Fund, or, in the case of SHIM, that would impact its ability to
                                         perform under this Agreement, in each case, unless SHIM is prohibited from doing so.







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		(d)	Covenants
                                         Of USCF.



		(i)	USCF
                                         will promptly notify SHIM of the occurrence of any event that would substantially impair
                                         the ability of USCF to fulfill its commitment under this Agreement.



		(ii)	USCF
                                         will promptly notify SHIM if it is served or otherwise receives notice of any action,
                                         suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
                                         government agency, self-regulatory organization, public board or body, involving the
                                         affairs of any Fund, or, in the case of USCF, that would impact the ability of USCF to
                                         perform under this Agreement, in each case, unless USCF is prohibited from doing so.



		6.	CONFIDENTIAL
                                         INFORMATION



		(a)	By
                                         virtue of this Agreement, either USCF or SHIM may have access to information that is
                                         confidential to the other party including, without limitation, all business, technical,
                                         financial, customer and/or any other proprietary information of a party or its affiliates,
                                         products, processes, tools, services, technical knowledge and any other information and/or
                                         materials clearly marked as confidential or information identified as confidential at
                                         the time of disclosure or summarized as confidential in a written memorandum delivered
                                         to the recipient within thirty (30) calendar days of disclosure, including, without limitation,
                                         all information concerning the Index, whether or not so marked (collectively, “Confidential
                                         Information”). Notwithstanding the foregoing, a party’s Confidential
                                         Information shall not include information which: (i) is or becomes a part of the public
                                         domain through no act or omission of the other party; (ii) was in the other party’s
                                         lawful possession prior to the disclosure and had not been obtained by the other party
                                         either directly or indirectly from the disclosing party; (iii) is lawfully disclosed
                                         to the other party by a third party without restriction on disclosure; or (iv) is independently
                                         developed by the other party without reference to any Confidential Information. In addition,
                                         the obligations of this Section 6 do not apply to confidential information that is required
                                         to be disclosed pursuant to a duly authorized subpoena, court order, or government authority,
                                         provided that to the extent permitted by law the party subject to same shall provide
                                         immediate written notice to the other party upon receipt of subpoena, order, or other
                                         disclosure requirement prior to such disclosure and allow such other party the opportunity
                                         to intervene in the action in order to attempt to enjoin such subpoena, order, or other
                                         disclosure requirement. Such Confidential Information shall remain confidential for all
                                         other purposes.



		(b)	USCF
                                         and SHIM agree to maintain the confidentiality of the Confidential Information, except
                                         that the Confidential Information may be disclosed (i) to their respective affiliates
                                         and their respective affiliates’ directors, officers, employees and agents, including
                                         accountants, legal counsel and other advisors (it being understood that the persons to
                                         whom such disclosure is made will be informed of the confidential nature of such Confidential
                                         Information and instructed to keep such Confidential Information confidential), (ii)
                                         to the extent requested by any governmental authority, taxing authority or self-regulatory
                                         authority, (iii) to the extent required by applicable law or by any subpoena or similar
                                         legal process (provided that to the extent permitted by law the party subject to same
                                         shall provide immediate written notice to the other party upon receipt of subpoena, order,
                                         or other disclosure requirement prior to such disclosure and allow such other party the
                                         opportunity to intervene in the action in order to attempt to enjoin such subpoena, order,
                                         or other disclosure requirement), (iv) in connection with the exercise of any remedies
                                         hereunder or any suit, action or proceeding relating to this Agreement or the rights
                                         granted hereunder, (v) in the regulatory filings of USCF, the Trust and the Funds, in
                                         a manner determined to be appropriate or required by USCF by or on behalf of USCF, the
                                         Trust or the Funds and (vi) with the consent of the other party. Such Confidential Information
                                         shall remain confidential for all other purposes.




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		(c)	The
                                         Fund Parties and SHIM agree to secure and protect the Confidential Information of each
                                         other in a manner consistent with the maintenance of the other party’s rights therein,
                                         using at least as great a degree of care as each party uses to maintain the confidentiality
                                         of its own confidential information of a similar nature, but in no event using less than
                                         its reasonable efforts. None of the Fund Parties nor SHIM shall sell, transfer, publish,
                                         disclose, or otherwise make available any portion of the Confidential Information of
                                         the other party to third parties, except as necessary to perform its obligations under
                                         this Agreement or as expressly authorized in this Agreement. Each party represents that
                                         it has, and agrees to maintain, an appropriate agreement with each third party who may
                                         have access to Confidential Information sufficient to enable such party to comply with
                                         all of the terms of this Agreement.



		(d)	USCF
                                         and SHIM agree that the unauthorized use by any party of the other party’s Confidential
                                         Information will diminish the value of such Confidential Information and will cause substantial
                                         and irreparable damage to the party whose Confidential Information was improperly disclosed,
                                         and that the remedies generally available at law may be inadequate. Accordingly, USCF
                                         and SHIM agree that a breach of this Section 6 shall entitle SHIM (in the case of a breach
                                         by USCF) or USCF (in the case of a breach by SHIM) to seek equitable relief to protect
                                         its interest herein, including injunctive relief, as well as money damages. The parties
                                         agree that the obligations under this Section shall survive termination or expiration
                                         of this Agreement.



		(e)	Each
                                         party shall be free to use for itself and for others in any manner the general knowledge,
                                         skill or experience acquired by it in connection with this Agreement.



		7.	GENERAL



		(a)	Interpretation.
                                          Titles and paragraph headings herein are for convenient
                                         reference only and are not part of this Agreement. Any reference to any federal, state,
                                         local or foreign statute or law shall be deemed also to refer to all rules and regulations
                                         promulgated thereunder, unless the context requires otherwise. Whenever the words “include,”
                                         “includes” or “including” are used in this Agreement, they shall
                                         be deemed to be followed by the words “without limitation.”




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		(b)	Independent
                                         Contractors.  USCF and SHIM are independent contractors to one another. Nothing
                                         in this Agreement shall be construed to create a partnership, joint venture or agency
                                         relationship between USCF, on the one hand, and SHIM, on the other hand.



		(c)	Force
                                         Majeure.  No party shall be in default or otherwise liable for any delay in
                                         or failure of its performance under this Agreement where such delay or failure arises
                                         by reason of any act of God, or any government or any governmental body, any act of war
                                         or terrorism, the elements, strikes or labor disputes, or other similar or dissimilar
                                         cause beyond the control of such party.



		(d)	Notice.
                                         All notices, including notices of address changes, required to be sent hereunder shall
                                         be in writing and shall be deemed to have been given when mailed by registered or certified
                                         mail, postage prepaid to the appropriate address below:



To USCF at:


United States Commodity
Funds LLC


1999 Harrison Street, Suite
1530


Oakland, CA 94612


Attn: John Love, President
and Chief Executive Officer


Tel: (510) 522-9600


Email: jlove@uscfinvestments.com


 


With a copy to:


Carolyn Yu, General Counsel


Tel: (510) 522-9600


Email: cyu@uscfinvestments.com


 


To SHIM at:


SummerHaven Investment
Management, LLC


Soundview Plaza


Fourth Floor


1286 East Main Street


Stamford, CT 06902


Telephone: (203) 352-2700


Email: arizvi@summerhavenim.com


 


With a copy to:


Robert Chender, Esq.


Seward & Kissel LLP


1 Battery Park Plaza


New York, NY 10004


Tel: (212) 574-1415


Email: chender@sewkis.com


 


		(e)	Severability.
                                         If any term or provision of this Agreement is invalid, illegal or unenforceable in any
                                         jurisdiction, such invalidity, illegality or unenforceability shall not affect any other
                                         term or provision of this Agreement or invalidate or render unenforceable such term or
                                         provision in any other jurisdiction. Upon such determination that any term or other provision
                                         is invalid, illegal or unenforceable, such provision shall be deemed to be restated to
                                         be enforceable, in a manner which reflects, as nearly as possible, the intent and economic
                                         effect of the invalid provision in accordance with applicable law. If necessary or appropriate,
                                         the parties hereto shall negotiate in good faith to modify this Agreement so as to effect
                                         the original intent of the parties as closely as possible in a mutually acceptable manner
                                         in order that the transactions contemplated hereby be consummated as originally contemplated
                                         to the greatest extent possible. The remainder of this Agreement shall remain in full
                                         force and effect.




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		(f)	Waiver.
                                         The waiver by any party of any default or breach of this Agreement shall not constitute
                                         a waiver of any other or subsequent default or breach.



		(g)	Modification.
                                         No representation or promise hereafter made, nor any modification or amendment of this
                                         Agreement, shall be binding unless in writing and executed by duly authorized agents
                                         of all parties affected by the modification or amendment.



		(h)	Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall be deemed
                                         an original, but which together shall constitute one and the same document.



		(i)	Assignment.
                                         This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
                                         and their respective successors and permitted assigns. USCF may not assign this Agreement
                                         or any of the rights or obligations granted hereunder without SHIM’s prior written
                                         consent, and SHIM may not assign this Agreement or any of the rights or obligations granted
                                         hereunder (except to an affiliate under common control) without USCF’s prior written
                                         consent.



		(j)	No
                                         Strict Construction. The parties to this Agreement have participated jointly
                                         in the negotiation and drafting of this Agreement. In the event an ambiguity or question
                                         of intent or interpretation arises, this Agreement will be construed as if drafted jointly
                                         by the parties, and no presumption or burden of proof will arise favoring or disfavoring
                                         any party by virtue of the authorship of any of the provisions of this Agreement.



		(k)	No
                                         Third Party Beneficiaries. This Agreement is not intended, and shall not be deemed,
                                         to confer any rights or remedies upon any person other than the parties hereto and their
                                         respective successors and permitted assigns, to create any agreement of employment with
                                         any person or to otherwise create any third-party beneficiary hereto.



		(l)	Governing
                                         Law.  This Agreement shall be governed by and construed solely and exclusively
                                         in accordance with the laws of the State of New York, without reference to its conflicts
                                         of law principles.



		(m)	Survival.
                                         The terms of Sections 2, 3(k), 4, 6 and 7 shall survive the expiration or termination
                                         of this Agreement.



		(n)	Authority.
                                         The person signing this Agreement on behalf of each party has been properly authorized
                                         and empowered to execute agreements such as this Agreement on behalf of such party.



		(o)	Entire
                                         Agreement. This Agreement and any Exhibits constitute the complete agreement between
                                         the parties and supersede all previous or contemporaneous agreements, proposals, understandings,
                                         and representations, written or oral, with respect to the subject matter addressed herein.



		(p)	PURSUANT
                                         TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS
                                         OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE,
                                         AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION
                                         DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY
                                         OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES
                                         TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE
                                         OR ACCOUNT DOCUMENT.





    	12



    	 



    



IN
WITNESS WHEREOF, the parties have entered into this Advisory Agreement as of the
Effective Date.


	 	 	SUMMERHAVEN
    INVESTMENT MANAGEMENT, LLC
	 	 	 
	 	By:	 /s/ Ashraf R. Rizvi 	Partner
	 	 	 	[title]
	 	 	 
	 	 	 
	 	 	UNITED
    STATES COMMODITY FUNDS LLC
	 	 	 
	 	By:	 /s/ John P. Love 	President & CEO
	 	 	 	[title]


 




    	13



    	 



    

EXHIBIT
A


 


United
States Commodity Index Fund


United
States Agricultural Index Fund


United
States Copper Index Fund




    	14



    	 



    



EXHIBIT
B 


Indices:


		1.	SummerHaven
                                         Dynamic Commodity Index



		2.	SummerHaven
                                         Dynamic Agricultural Index



		3.	SummerHaven
                                         Copper Index



		4.	SummerHaven
                                         Dynamic Metals Index






Service
Marks:


		1.	SDCI



		2.	SDAI



		3.	SCI



		4.	SDMI






    	15



    	 



    

EXHIBIT
C


FEE SCHEDULE


 


The base fee
for advisory services under this Agreement shall be 0.06% of the applicable Fund’s average daily net assets1
and shall be paid to SHIM by USCF and/or the applicable Fund within 30 days after the last business day of each month.


 


In the event
that SHIM is no longer conducting the trading of one or more commodity interests on behalf of any of the Funds, the fee shall
be 0.06% - ((number of commodity interests no longer traded by SHIM/14)*0.06% of the applicable Fund’s average daily net
assets).


 








 








1 The “average
daily net assets” shall be determined on the basis set forth in the Fund’s registration statement.



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