AMENDED
AND RESTATED LICENSING AGREEMENT


This
Amended and Restated Licensing Agreement (“Agreement”) is made and entered into as of May 1, 2018 (“Effective
Date”), by and between (i) SummerHaven Index Management, LLC (“SHIX”), a Delaware limited
liability company with its principal place of business at 1266 East Main Street, Soundview Plaza, Fourth Floor, Stamford, CT 06902,
(ii) 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, (iii) solely with respect to Section 3(g)(iii)
of this Agreement, 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.


WHEREAS,
pursuant to the licensing agreement between USCF and SHIM (as sublicensee of SHIX), dated December 11, 2009, as subsequently amended
as of October 18, 2010, November 8, 2010, and July 1, 2011 (the “Prior Agreement”), USCF has licensed
from SHIM the use of certain names and marks (“Service Marks”), including that of certain commodity
indexes owned, calculated, maintained and published by SHIX (the “Indexes”), as set forth in Exhibit
A (as such Exhibit may be amended from time to time to incorporate new or additional Service Marks or Indexes), and the use of
the Indexes, in each case solely 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 B (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,
SHIX is willing to continue to license the use of the Indexes and Service Marks under the terms of this Agreement; and


WHEREAS,
USCF has under an amended and restated advisory agreement with SHIM (the “Advisory Agreement”),
dated the same date as this Agreement, retained SHIM to continue to provide certain advisory services (“Services”)
in connection with the operation of the Funds;


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.	LICENSE
	 	 



(a)          Subject
to the terms and conditions of the Agreement, SHIX hereby grants to USCF and the Funds a non-transferable, non-exclusive license
(i) to use each Index as the basis, or a component, of a certain Fund, and (ii) subject to Section 1(c), to use and refer to the
Indexes and the Service Marks and to reproduce, modify and create derivative works from any information provided to USCF by SHIX,
in each case solely in connection with the marketing, promotion and sale of the Funds and their shares and in connection with
making such disclosure about the Funds as USCF deems necessary or desirable under any applicable laws, rules or regulations in
order to indicate the source of the Index (“License”). For the avoidance of doubt, USCF may grant a
non-transferable, sublicense of the rights conferred under the License to ALPS Fund Services, Inc. (“ALPS”) for the
sole purpose of permitting ALPS to provide website services for the Funds, provided that USCF shall be liable for any acts or
omissions of ALPS in relation to the foregoing sublicense. Any such sublicense to ALPS shall expire upon the termination of this
Agreement.



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(b)          SHIX
reserves all rights with respect to each Index and the Service Marks except those expressly licensed to USCF hereunder; however,
SHIX shall not grant any license permitting the use of the Service Marks or any Index for an exchange-traded fund on any U.S.
or foreign securities exchange by any party other than USCF or the Fund (x) for as long as this Agreement remains in effect, and
(y) for three (3) months following the termination of this Agreement but only if a termination has occurred by SHIX under Section
3(a) or Sections 3(g)(i), 3(g)(ii) or 3(g)(iv) hereto or by USCF under Section 3(a) hereto.


(c)          Right
of First Offer. The parties agree as follows: (i) SHIX agrees that in the event it develops a commodity index, other than
the Indexes, comprised of at least five commodities (“Other Index”), SHIX shall offer to license such
Other Index together with all associated name service mark and/or other intellectual property rights to USCF on substantially
similar terms as set forth herein and (with respect to SHIM) in the Advisory Agreement taken together, prior to agreeing to license
such Other Index to any other person for the purpose of creating an exchange-traded fund on any U.S. or foreign securities exchange,
and (ii) USCF shall not create and/or market a fund which trades or benchmarks an Other Index created by a third party as its
investment strategy (in whole or in part) without first offering SHIX the ability to create a similar Other Index and license
it to USCF on substantially similar terms as set forth herein and in the Advisory Agreement taken together.


(d)          USCF
acknowledges that as between USCF and SHIX the Index and the Service Marks are the exclusive property of SHIX, and that the Index
and its compilation and composition and change therein is in the control and discretion of SHIX. USCF agrees that any and all
rights that might be acquired by its use of the Service Marks hereunder shall inure to the benefit of SHIX. USCF agrees and acknowledges
that no rights to use the Index and the Service Marks are granted hereunder other than those specifically described and expressly
granted herein. SHIX warrants and represents that USCF does not need to obtain a license from any person (other than the License
provided herein) with respect to the use of the Index or Service Marks or the exercise of rights under the License. SHIX shall
take all actions reasonably necessary to maintain the validity and enforceability of the Service Marks, and to protect the Service
Marks from unauthorized use, during the term of this Agreement.


(e)          The
goods and services offered and/or performed by USCF under the Service Marks shall be of high standard and shall be offered and
performed in accordance with all applicable laws and regulations. USCF agrees that it will take no action which will, in SHIX’s
sole judgment, impugn in any fashion the reputation of SHIX or the Service Marks. USCF shall submit to SHIX, for SHIX’s
review and approval, all informational materials to be used in connection with the marketing, promotion, offer or sale of the
Fund that in any way use or refer to SHIX (or any affiliate thereof), the Index or any of the Service Marks. SHIX’s approval
shall be required with respect to the use of and description of SHIX (or any affiliate thereof), the Index or any of the Service
Marks in all such informational materials; provided that such approval shall not be unreasonably withheld or delayed. SHIX shall
notify USCF of its approval or disapproval of any informational materials submitted for SHIX’s approval within five (5)
business days following receipt thereof from USCF. Once informational materials have been approved by SHIX, subsequent informational
materials which do not materially alter the use or description of SHIX (or any affiliate thereof), the Index or the Service Marks,
as the case may be, need not be submitted for review and approval.



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(f)           SHIX
hereby grants USCF non-exclusive use of SHIX’s name(s), derivatives, logos, trademarks, service marks, domain names and
trade names in connection with certain materials used in the ordinary course of business, such as prospectuses, financial reports,
fund fact sheets, fund name and related materials, including advertising and marketing materials for the Funds. USCF hereby grants
SHIX non-exclusive use of USCF’s name(s), derivatives, logos, trademarks, service marks, domain names and trade names in
connection with certain materials used in the ordinary course of business, such as prospectuses, financial reports, fund fact
sheets, fund name and related materials, including advertising and marketing materials for the Funds. The reciprocal limited license
grants set forth in this Section 1(e) will be revoked as to future use as soon as the Agreement is terminated with respect to
all Funds.


(g)          Except
as otherwise expressly provided in this Agreement, including in any appendix hereto, neither party grants the other party hereto
any other license, express or implied, to such party’s intellectual property rights or other proprietary rights other that
as set forth herein. Each party shall cooperate and take such action as may be reasonably
requested by the other party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated
hereby. 


(h)          In
connection with the License, SHIX shall (a) provide to USCF educational information and presentations regarding the Indexes and/or
commodities investing, generally, as reasonably agreed, (b)
provide such information and data as may reasonably be requested by USCF regarding the principals of SHIX and the Indexes for
inclusion in regulatory filings and marketing materials for the Funds, and (c) make reasonably available upon adequate notice
speakers for Fund marketing events and persons to be interviewed by the press who can describe the Indexes and its calculation
and maintenance (collectively, “Services”).


(i)           The
licenses granted in this Section 1 shall terminate with respect to a Fund upon termination of this Agreement with respect to such
Fund.


(j)           USCF
agrees that it will not contest ownership or validity of the Service Marks or oppose or seek to cancel any registration thereof
by SHIX (or SHIX’s related entities). USCF Advisers shall not seek to register the Service Marks, or any word, symbol, name,
mark or designation confusingly similar thereto, in any territory or jurisdiction.


(k)          USCF
agrees to cooperate fully with SHIX, as SHIX may request and at SHIX’s expense, in the procurement and maintenance of any
protection of SHIX’s rights in the Service Marks. SHIX shall have the sole right, at its expense, to bring any action on
account of any infringement or unauthorized use of the Service Marks by others, and USCF shall cooperate with SHIX, as SHIX may
request and at SHIX’s expense, in connection with any such action brought by SHIX.




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	2.	FEES
	 	 



For
the license provided hereunder, USCF and/or the Fund will pay SHIX a license fee as set forth in the fee schedule attached as
Exhibit C to this Agreement.


	3.	TERM AND TERMINATION
	 	 



(a)          The
term of this Agreement shall be a period of ten (10) years from the Effective Date (“Initial Term”),
unless earlier terminated by either party hereto in accordance with this Section 3. After the Initial Term, this Agreement shall
continue for successive three-year periods (“Successive Term”) unless terminated by either party as
of the end of the Successive Term by providing at least ninety (90) days’ written notice of such termination prior to the
end of such Successive Term, except as otherwise provided in this Article 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
SHIX, 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 thereafter
with another ninety (90) days’ written notice.


(c)          Either
USCF or SHIX may terminate this Agreement upon ninety (90) days’ written notice to the other party if SHIX 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.


(d)          Either
USCF or SHIX 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)          SHIX
shall have the right, in its discretion, to cease calculation and publication of any Index and, in the event that such Index is
discontinued, to terminate this Agreement as to one or more Funds using the Index if SHIX does not intend to calculate and publish
a replacement or substitute index. SHIX 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 SHIX within ninety (90)
days of receiving written notice from SHIX regarding the replacement index, on the same terms and conditions (including payment
of fees as set forth in Section 2 of the Licensing Agreement) as USCF or the Fund previously used the discontinued Index.



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(f)           USCF
may terminate this Agreement with respect to an Index upon ninety (90) days’ prior written notice to SHIX 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 the Fund based on such Index;



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



		(iii)	USCF
                                         elects to terminate the public offering or other distribution of the Fund based on such
                                         Index; or



(g)          SHIX
may terminate this Agreement upon ninety (90) days’ prior written notice to USCF if:


		(i)	SHIX
                                         is informed of the final adoption of any legislation or regulation that materially impairs
                                         SHIX’s ability to license or provide an Index under this Agreement;





		(ii)	During
                                         the term of this Agreement, the Advisory Agreement is terminated with respect to a specific
                                         Fund and such Fund ceases to operate, provide that such termination of this Agreement
                                         shall only be with respect to such Fund;



		(iii)	During
                                         the term of the License Agreement, USCF retains the services of an additional commodity
                                         trading advisor (i.e., in addition to SHIM) or a replacement commodity trading advisor
                                         (i.e., a a replacement subsequent to termination of the Advisory Agreement) to manage
                                         any assets of the Funds (“Additional Advisor”) without obtaining the
                                         prior written consent of SHIX; or



		(iv)	Any
                                         material litigation or regulatory proceeding regarding a Fund is commenced;



(h)          SHIX
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 SHIX prior to or immediately
upon the occurrence of such event); provided, however, that if SHIX does not so give notice to terminate this Agreement, this
Agreement shall automatically extend for three (3) years from the end date of the Initial Term.



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(i)           USCF
may terminate this Agreement in the event of a Change of Control of SHIX upon one hundred and twenty (120) days’ prior written
notice to SHIX, 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 SHIX 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 end date of the Initial Term.


(j)           For
purposes of this Agreement, “Change of Control” of SHIX 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 its assets, or (2) the sale, lease, transfer, conveyance or other disposition by a party of more than 50% of its 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 Article 2 of this Agreement will be payable to SHIX by USCF after termination of this Agreement as set forth in this
Article 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.


(l)           The
parties hereby expressly agree that in the event of the termination of the Advisory Agreement (with respect to a Fund or in its
entirety) for any reason, SHIX and its affiliates shall not have, and shall not be required to have or maintain:


		(i)	any
                                         communication with USCF regarding, or any day-to-day involvement in, the trading activities
                                         of the Fund[s] (including but not limited to receiving pre-trade information regarding
                                         contract selection or timing of position rolls and rebalancing);



		(ii)	any
                                         visibility into the portfolios held by the Fund[s] (other than what is publicly available),
                                         which information USCF shall not furnish to SHIX or any affiliate thereof;



		(iii)	any
                                         visibility into creation or redemption-related trading activity by the Fund[s], which
                                         information USCF shall not furnish to SHIX or any affiliate thereof;



4.          For
the avoidance of doubt, so long as this Agreement remains in effect, SHIX will continue to provide services and support for the
Indexes to USCF consistent with the services and support SHIX provided to USCF under the Advisory Agreement prior to termination
of the Advisory Agreement. INDEMNIFICATION; LIMITATION OF LIABILITY


(a)          Neither
SHIX and its affiliates nor any of their officers, directors, shareholders, members, partners, employees and any person who controls
SHIX (collectively, “Advisory Affiliates”) shall be liable to USCF or any Fund under the
terms of this Agreement, except for acts or omissions of SHIX 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 SHIX and
its Advisory Affiliates, representatives, agents, attorneys, service providers, successors and assigns (collectively, the “SHIX
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 SHIX or the Index that has been specifically
approved by SHIX), provided such Losses were not the result of any action or inaction of such SHIX 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.



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(b)          SHIX
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 SHIX 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 SHIX, (ii) any disclosure in the Registration Statement of the Fund about SHIX or the Index that has
been specifically approved by SHIX, (iii) any claim that SHIX does not possess all rights necessary to grant the License granted
by this Agreement, or (iv) any claim of infringement, misappropriation, dilution or other violation of the intellectual property
or license rights of third parties arising from the use of the Index or the Service Marks as licensed to USCF under this Agreement,
except to the extent Losses are the result of any negligent act or omission of an USCF Indemnified Party or (v) the gross negligence
or willful misconduct of SHIX in performing or satisfying its obligations under this Agreement.


(c)          Except
as otherwise expressly provided herein, in no event shall either USCF or SHIX be liable to each other, nor shall SHIX 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 the 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 SHIX. SHIX represents and warrants that:


		(i)	SHIX
                                         has the full power and authority to enter into this Agreement and to perform the services
                                         described under this Agreement.



		(ii)	SHIX
                                         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 SHIX of this Agreement are within SHIX’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 SHIX of this Agreement do not violate or result
                                         in a default under (i) any provision of applicable law, rule or regulation, (ii) SHIX’s
                                         governing instruments, or (iii) any agreement, judgment, injunction, order, decree or
                                         other instrument binding upon SHIX.



		(v)	This
                                         Agreement and each other agreement, instrument or document to be executed and delivered
                                         by SHIX pursuant to this Agreement constitutes the legal, valid and binding obligation
                                         of SHIX, 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.



		(vi)	SHIX
                                         represents that its other engagements or activities are not of a nature or magnitude
                                         so as to have a material adverse effect on its ability to provide the Services. USCF
                                         acknowledges and agrees that SHIX and its principals are required to devote only such
                                         time as may be reasonably required with respect to the Services.



		(vii)	SHIX
                                         represents and warrants that it has the right to grant licenses to the Indexes and the
                                         Service Marks and that to its knowledge use of the Indexes and Service Marks by USCF
                                         as provided herein shall not infringe any trade name, trademark, trade dress, copyright,
                                         other proprietary right, or contractual right of any person not a party to this Agreement.
                                         EXCEPT FOR THE WARRANTIES SET FORTH HEREIN, SHIX MAKES NO WARRANTY, EXPRESS OR IMPLIED,
                                         CONCERNING THE INDEX OR THE SERVICE MARKS, AND MAKES NO WARRANTY AS TO THEIR MERCHANTABILITY
                                         OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING,
                                         SHIX DOES NOT GUARANTEE THE QUALITY, ACCURACY, AND/OR COMPLETENESS OF THE INDEX OR THE
                                         SERVICE MARKS.






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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 sponsor
                                         to the Funds and to perform the services 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 under this
                                         Agreement 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.






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(c)          Covenants
of SHIX.


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



		(ii)	SHIX
                                         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 SHIX, that would impact SHIX’s
                                         ability to perform under this Agreement, in each case, unless SHIX is prohibited from
                                         doing so.



(d)          Covenants
of USCF.


		(i)	USCF
                                         will promptly notify SHIX, 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 SHIX, 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.



		(iii)	USCF
                                         agrees to include the following disclosure or the substance thereof in each Fund’s
                                         prospectus, commencing with the first prospectus of such Fund that is filed with the
                                         SEC and/or the NFA, as applicable, after the Effective Date:



“THE
INDEX [AS APPLICABLE] IS THE EXCLUSIVE PROPERTY OF SHIX,
WHICH HAS LICENSED CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND THE INDEX FOR USE BY USCF. SHIX IS SOLELY RESPONSIBLE
FOR DETERMINING THE SECURITIES INCLUDED IN, AND THE CALCULATION OF, THE INDEX. NEITHER SHIX NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS
REGARDING THE APPROPRIATENESS OF THE FUND’S INVESTMENTS FOR THE PURPOSE OF TRACKING THE PERFORMANCE OF THE INDEX OR OTHERWISE.”



	6.	CONFIDENTIAL INFORMATION
	 	 



(a)          By
virtue of this Agreement, either USCF or SHIX 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.



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(b)         USCF
                                         and SHIX 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.


(c)         USCF
                                         and SHIX 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 USCF nor SHIX 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.




    	11



    	 



    



(d)          USCF
and SHIX 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 SHIX agree
that a breach of this Section 6 shall entitle SHIX (in the case of a breach by USCF) or USCF (in the case of a breach by SHIX)
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 the 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)          Binding
Arbitration.  Any controversy or claim arising out of or relating to this Agreement for the breach hereof which
cannot be settled by the parties and does not request or require injunctive relief, shall be settled by binding arbitration in
accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) in
New York, NY, except to the extent inconsistent with the rules set forth herein. The parties shall endeavor to appoint a single
arbitrator, and failing that, USCF and SHIX may each select one arbitrator with knowledge of the subject matter of this Agreement.
Selection shall be completed within twenty (20) days of the receipt of a demand for arbitration. If either party fails to select
an arbitrator within such twenty (20) day period, the one selected shall act as sole arbitrator. If two arbitrators have been
selected, the two arbitrators selected shall select a third within fifteen (15) days after their selection. If they fail to do
so, the third arbitrator shall be selected by the AAA. The award of any arbitration shall be final, conclusive and binding on
the parties hereto. The arbitrators may award any legal or equitable remedy. The arbitration award may include an award of attorneys’
fees to the prevailing party. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction.


(b)          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.”


(c)          Independent
Contractors.  USCF and SHIX 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 SHIX, on the other hand.


(d)          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.



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(e)          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 one day after being delivered to a reputable overnight courier service, 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 SHIX at:


SummerHaven Index 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


 


(f)           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.



    	13



    	 



    




(g)          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.


(h)          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.


(i)           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.


(j)           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 SHIX’s
prior written consent, and SHIX 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.


(k)          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.


(l)           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.


(m)         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.


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


(o)          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.


(p)          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.



    	14



    	 



    



IN
WITNESS WHEREOF, the parties have entered into this Licensing Agreement, and intend to be legally bound by it,
as of the Effective Date.




	UNITED
    STATES COMMODITY FUNDS LLC:	 
	 	 
	 	 
	By:	 /s/ John P. Love	 
	 	 	 
	Name:	 John P. Love	 
	 	 	 
	Title:	 President & CEO	 


  


	SummerHaven
    INDEX Management, LLC:
	 
	 
	By:	 /s/ Ashraf R. Rizvi
	 	 
	Name:	 Ashraf R. Rizvi
	 	 
	Title:	 Partner


  


	SummerHaven
    INVESTMENT Management, LLC,
    solely with respect to Section 3(g)(iii):
	 
	 
	By:	 /s/ Ashraf R. Rizvi
	 	 
	Name:	 Ashraf R. Rizvi
	 	 
	Title:	 Partner





    	15



    	 



    





EXHIBIT
A


Indexes:


		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





    	16



    	 



    


EXHIBIT
B




United
States Commodity Index Fund


United
States Agricultural Index Fund


United
States Copper Index Fund




    	17



    	 



    


EXHIBIT
C


FEE SCHEDULE


 


USCF
and/or the Fund(s) will pay to SHIX with respect to each Fund an annual fee of $15,000 per Fund payable within 10 days after the
beginning of each calendar year. Additionally, USCF and/or the Fund(s) will pay the Services and License Fee (as defined below)
for the applicable Fund as a percentage of the average daily assets of such Fund to SHIX. The “Services and License Fee”
for the applicable Fund for each month will be calculated according to the following formula:


Total
Assets of the applicable Fund x ((A – B) x 0.5) –C, divided by 365.


 


		·	“A”
                                         equals the amount of the management fee payable to USCF for its services to the Trust
                                         and the Fund, which fee will be a percentage of the such Fund’s net asset value
                                         and paid by such Fund (the “Management Fee”),



		·	“B”
                                         equals 



		·	14
                                         basis points in connection with the SummerHaven Dynamic Commodity Index, or,



		·	18
                                         basis points in connection with the SummerHaven Dynamic Agriculture Index, the SummerHaven
                                         Dynamic Metals Index, and the SummerHaven Copper Index



		·	“C”
                                         equals the lesser of: (i) 6 basis points; or (ii) (a) the amount paid to SummerHaven
                                         Investment Management LLC pursuant to the Advisory Agreement, or (b) in the event of
                                         termination of the Advisory Agreement for any reason, , or (c) in the event that another
                                         party becomes an additional commodity trading advisor, the total amounts paid to SHIM
                                         and such other commodity trading advisor. 



		·	“Total
                                         Assets” means assets under USCF’s management of the applicable Fund.



 


On any days
that the hares of the applicable Fund are not traded, the Total Assets will be those determined on the previous day on which such
Fund’s shares were traded. The Services and License Fee shall be paid within 30 days after the last Business Day of each
month.



    	18