AMENDMENT
3
This amendment
(the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement
as of October 1, 2022 (the “Effective Date”):
| Term |
Means |
| “Existing
Agreement” |
The
Marketing Agent Agreement among ALPS, the General Partner and the Fund dated as of March 31, 2010, as amended |
| “ALPS” |
ALPS
Distributors, Inc. |
| “General
Partner” |
United
States Commodity Funds LLC |
| “Fund” |
United
States Xxxxx Oil Fund, LP |
Except as
amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in
Schedule A and general terms in Schedule B.
IN
WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.
| ALPS DISTRIBUTORS, INC. |
|
UNITED STATES COMMODITY FUNDS LLC |
| |
|
|
| By: |
/s/ Xxxxxxx Xxxxx |
|
By: |
/s/ Xxxx X. Xxxx |
| |
|
|
|
|
| Name: |
Xxxxxxx Xxxxx |
|
Name: |
Xxxx X. Xxxx |
| |
|
|
|
|
| Title: |
SVP & Director |
|
Title: |
President & CEO |
| |
|
|
|
|
| UNITED
STATES XXXXX OIL FUND, LP, by United States Commodity Funds LLC as General partner |
| |
By: |
/s/ Xxxx X. Xxxx |
| |
|
Name: |
Xxxx
X. Xxxx |
| |
|
Title: |
President
& CEO |
Marketing Agent
Agreement Amendment 3
Schedule
A to this Amendment
Amendments
Effective
as of Effective Date, the Existing Agreement is amended as follows:
| 1. | The
following shall be added to the end of Section 4.1: |
“In
carrying out its duties and obligations pursuant to this Agreement, some or all services may be delegated by Marketing Agent to
one or more of its affiliates or other Persons (and any required Fund and/or General Partner consent to such delegation shall
not be unreasonably revoked or withheld in respect of any such delegations), provided that such affiliates or other Persons are
selected in good faith and with reasonable care and are monitored by Marketing Agent. If Marketing Agent delegates any services,
(i) such delegation shall not relieve Marketing Agent of its duties and obligations hereunder, and (ii) if required by applicable
Law, Marketing Agent will identify such agents and the services delegated and will update Fund and/or General Partner when making
any material changes in sufficient detail to enable Fund and/or General Partner to object to a particular arrangement.”
| 2. | Section
4.3 of the Existing Agreement shall be deleted in its entirety and replaced with the
following new Section 4.3: |
“4.3
Marketing Agent Fee. The Marketing Agent shall be paid by the General Partner for the services of the Marketing Agent as
marketing agent to the Fund hereunder, a fee for its services, calculated daily and payable monthly, as follows (the “Fee”):
2.5 basis points of the Fund’s total net assets.
The
General Partner shall reimburse Marketing Agent for all associated expenses with respect to the performance of Marketing Agent
services performed hereunder, including the cost of placing advertisements in various periodicals; web construction and development;
and the printing and production of various marketing materials.”
| 3. | Exhibit
C of the Existing Agreement shall be deleted in its entirety and replaced with
the following new Exhibit C attached hereto. |
EXHIBIT
C
SCHEDULE
OF SERVICES
With respect to the provision of
Marketing Agent Support Services, Marketing Agent shall perform the following:
| · | Fund
call center support |
Capital Markets:
| · | Answer
questions from Market Makers (“MMs”) regarding portfolio holdings, portfolio
trading clarity and Net Asset Value pricing |
| · | Coordinate
MM block trades with designated Authorized Participants for creations/redemptions |
| · | Coordinate
trades with Lead Market Makers (“LMMs”) or other MMs for large trades or
tighter pricing strategies |
| · | Distribute
marketing material to MMs who in turn can distribute to interested clients |
| · | Handle
settlement issues between custodian and Authorized Participants and MMs |
| · | Coordinate
with Marketing Agent’s designated web team with respect to website and MM holdings
file support |
| · | Coordinate
with the Marketing Agent’s order desk regarding creation and redemption orders |
Marketing Agent Operations:
| · | Maintain
and supervise FINRA registrations for licensed individuals |
| o | Coordinate Continuing Education
requirements |
| o | Administer & maintain
required filings/licenses with FINRA |
| · | Provide
Fund advertising and sales literature review, approval and record maintenance of online
submission, review/approval and real-time status updates through SS&C Advertising
Review Portal |
| o | File required materials with
FINRA |
| o | Provide advertising regulatory
and disclosure guidance |
| o | Consult and support client’s
marketing model and strategy |
| · | Exchange-Traded
Product Order Processing Oversight |
| · | Intermediary/AP
Services |
| o | Due Diligence and Oversight
Services |
| o | Facilitate document delivery
and communicate announcements |
| o | AP Agreement Retention –
Online access provided via the Client Portal |
Creative Services:
Brand Management,
Design, Graphic Production, Web Development, Maintenance & Hosting. Marketing Agent or its designee will provide design,
development, maintenance and hosting for the website, along with the design and production of marketing materials and brand management,
on behalf of the General Partner and/or the Funds. The design, development and production of web and marketing materials are based
on content provided by General Partner and brand guidelines as created by Marketing Agent or its designee, as approved by the
General Partner. Marketing Agent or its designee will work closely with General Partner to ensure messaging and layout is approved
for all projects. Project completion will be based on the receipt of required content from General Partner and its Fund Accountant,
and approvals by General Partner.
Design and Graphic Production
– Project Scope to Include
| · | Design
and production of materials, to include: |
| o | Marketing Materials (digital
and print) |
| o | Regulatory report covers |
| o | Design, HTML Development
and Distribution (distribution lists to be managed and provided by the General Partner) |
| o | Report monthly results to
the General Partner’s Chief Marketing Officer |
Web Design,
Development and Maintenance – Project Scope to Include
| · | Fully
customizable site (additional hours and fees may apply to project scope changes and
development as agreed upon, in writing, by Marketing Agent or its designee and the General
Partner) |
| · | Maintenance
and Hosting of website |
| · | All
content and data to be reviewed/provided and approved by General Partner to Marketing
Agent or its designee |
| · | Screen
shots of edits will be provided to General Partner for review and approval before being
assisted by the Creative Services team to initiate the needed compliance review (if applicable)
and approval process |
SSL Certificate – Secured
Website Project Scope
| · | As
the domain owner, to facilitate and place an SSL certificate for the URL/Fund website
and required server updates, General Partner will be responsible as communicated by Marketing
Agent or its designee to complete domain process for the renewal of the certificate |
Schedule
B to this Amendment
General
Terms
| 1. | Capitalized
terms not defined herein shall have the meanings given to them in the Existing Agreement. |
| 2. | The
Parties’ duties and obligations are governed by and limited to the express terms
and conditions of this Amendment, and shall not be modified, supplemented, amended or
interpreted in accordance with, any industry custom or practice, or any internal policies
or procedures of any Party. This Amendment (including any attachments, schedules and
addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement
of the Parties with respect to the subject matter hereof and supersedes all previous
communications, representations, understandings and agreements, either oral or written,
between the Parties with respect thereto. |
| 3. | This
Amendment may be executed in counterparts, each of which when so executed will be deemed
to be an original. Such counterparts together will constitute one agreement. Signatures
may be exchanged via facsimile or electronic mail and signatures so exchanged shall be
binding to the same extent as if original signatures were exchanged. |
| 4. | This
Amendment and any dispute or claim arising out of or in connection with it, its subject
matter or its formation (including non-contractual disputes or claims) shall be governed
by and construed in accordance with the laws of the same jurisdiction as the Existing
Agreement. |
