AMENDMENT NO. 2 TO ADVISORY AGREEMENT
AMENDMENT
NO. 2 TO ADVISORY AGREEMENT
This
Amendment No. 2 to Advisory Agreement (this “Amendment”) entered into as
of November 8, 2010 (the “Amendment Effective Date”)
amends the Advisory Agreement dated December 11, 2009, as amended by that
certain Amendment to Advisory Agreement dated October 18, 2010 (“Advisory Agreement”), by and
among SummerHaven Investment Management, LLC (“SHIM”), a Delaware limited
liability company with its principal place of business at 0000 Xxxx Xxxx Xxxxxx,
Xxxxxxxxx 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 0000
Xxxxxx Xxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000.
WHEREAS,
USCF desires to retain SHIM to provide certain consulting services in connection
with the operation of a new fund in connection with the SummerHaven Copper Index (the “New Fund”) that will be
registered as separate series of the United States Commodity Index Funds Trust,
a Delaware statutory trust, and the units of the New Fund will be offered to the
public and will be traded on a national securities exchange (the date on which
the New Fund commences trading, the “Launch Date”);
and
WHEREAS,
pursuant to the Licensing Agreement with SHIM dated December 11, 2009 as amended
by that certain Amendment to Licensing Agreement dated October 18, 2010 and that
certain Amendment No. 2 to Licensing Agreement dated as of the date hereof, USCF
will be granted a sublicense from SHIM with respect to the SummerHaven Copper Index (the “New Index”), which is owned, calculated, maintained and
published by SummerHaven Index Management, LLC and licensed to SHIM, for the use
of certain names and marks and the use of the New Index as set forth
therein;
NOW,
THEREFORE, in consideration of the foregoing, the parties agree to amend the
Advisory Agreement as follows:
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1.
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The
Advisory Agreement shall be amended to add a new Exhibit G, which shall be
in the form attached hereto, identifying the New Index and service marks
for the New Index.
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2.
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Except
as otherwise provided herein, all references to the “Index” in the
Advisory Agreement shall be deemed to include the New Index, and
references to the “Fund” shall be deemed to include the New Fund, as the
context may so require.
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3.
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The
Advisory Agreement shall be amended to add a new Exhibit H, which shall be
in the form attached hereto, providing the Fee Schedule for the New Index.
For avoidance of doubt, the Fee Schedule set
forth in Exhibit H shall apply to the New Fund.
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4.
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With respect to the New Index only, the Advisory
Agreement shall be amended to substitute “Amendment Effective Date” for
“Effective Date”.
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Except as otherwise set forth herein, the Advisory
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the
parties have entered into this Amendment No. 2 to Advisory Agreement as of the
Amendment Effective Date.
SUMMERHAVEN
INVESTMENT MANAGEMENT, LLC
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By:
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/s/ Xxxxxx X.
Xxxxx
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Name Xxxxxx
X. Xxxxx
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Title
Partner
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UNITED
STATES COMMODITY FUNDS LLC
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By:
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/s/ Xxxxxx
Xxx
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Name Xxxxxx
Xxx
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Title
Management
Director
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2
Exhibit
G
Fee
Schedule
USCF
and/or the applicable New Fund will pay a monthly advisory fee in connection
with the SummerHaven Copper Index (the
“Fee”) to SHIM equal to the product of “A” minus “B”, with that result
multiplied by 0.5, minus “C”, where:
“A”
equals the amount of all management, advisory, or other fees currently payable
by the applicable New Fund to USCF during the measured monthly period as
measured in basis points, and,
“B”
equals 18 basis points, and,
“C”
equals 6 basis points.
USCF
and/or the applicable New Fund will pay the advisory fee as a percentage of the
average daily assets of such New Fund to SHIM, which shall be paid on a monthly
basis. The advisory fee for each month will be calculated as the sum of daily
calculated advisory fees according to the following formula:
Daily
Advisory Fee = (Total Assets of the applicable New Fund x ((A-B) x .5) - .C,
divided by 365.
On days
that the units of the applicable New Fund are not traded, the Total Assets for
the respective advisory fees will be those determined on the previous day on
which such New Fund’s units were traded.
The Fee shall be paid to SHIM within 30 days of the end
of each calendar month.
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Exhibit
H
Index:
SummerHaven Copper Index (“SCI”), as described in the final prospectus to be filed by
the relevant New Fund in its initial public offering or as otherwise agreed by
USCF and SHIM
Service
Marks:
SCI
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