TRADEMARK LICENSE AGREEMENT

Exhibit 10.03

EXECUTION COPY

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made as of this 15th day of March, 2005 by and among Xxxxxxx Management Company, L.L.C., an Illinois limited liability company (the “Company”), Xxxxx X. Xxxxxx, Xx., an individual (“Xxxxxx”), and Xxxxxxx Interests, Inc., a Delaware corporation (“Xxxxxxx Interests”). The Company, Xxxxxx and Xxxxxxx Interests are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

The Parties, in order to correct inconsistencies in connection with the Xxxxxx International Commodity Index (the “Index”) and the BI Marks (as defined below in Section II(B) hereof), and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows:

I.	LICENSE

Xxxxxxx Interests hereby grants to the Company, subject to the terms and conditions of this Agreement, a limited, personal, royalty-free, nonexclusive, with no right to sublicense, nontransferable license to use the Index and the Licensed Marks (as defined below in Section II(A) hereof) worldwide, and on related websites based in the United States, solely in connection with the sale and marketing of funds administered by the Company which are based on the Index and denominated in United States of America dollars, for as long as Xxxxxx holds an Interest (as defined in that certain Third Revised Amended and Restated Operating Agreement of the Company, dated July 31, 2003, as the same may be amended, supplemented or modified from time to time in accordance with its terms) in the Company or until December 31, 2050, whichever is the earlier, and which sale and marketing is solely for the Xxxxxx Raw Materials Fund, L.P., the Xxxxxx International Raw Materials Fund, L.P. and the Xxxxxx Raw Materials Index Fund, Ltd., and the related sub-index funds, Xxxxxx Metals Index Fund, Xxxxxx Agricultural Index Fund and Xxxxxx Energy Index Fund, and any other sub-index funds with the prior written approval of Xxxxxxx Interests, not to be unreasonably denied, and any other commodity pool (as that term is defined in the Commodity Exchange Act), financial product or fund (in each case) which is administered by the Company and is based on the Index or sub-indices of the Index, or options, futures, bonds or other products, approved from time to time by Xxxxxxx Interests, in its sole discretion; provided, further, the Licensed Xxxx, “Xxxxxxx,” may only be used as part of the corporate name “Xxxxxxx Management Company, L.L.C.” Nothing in this Agreement shall be construed to grant Company any rights or license to any trademark, trade name, service xxxx, domain name, product name or logo of Xxxxxx or Xxxxxxx Interests other than as specified herein.

II.

OWNERSHIP OF THE INDEX AND THE MARKS

The Company acknowledges and agrees that Xxxxxxx Interests, and/or its affiliates (including, but without limitation, Xxxxxx), is and will be the owner of the Index and the names and trademarks “Xxxxxx International Commodity Index”; “RICI”; “Xxxxxx Raw Materials Fund, L.P.”; “Xxxxxx Index Funds”; “Xxxxxx International Commodity Fund, L.P.”; “Xxxxxx International Raw Materials Fund, L.P.”; and “Xxxxxx Raw Materials Index Fund, Ltd.” and the names and designations, marks and/or trademarks (which may be used by the Company solely for related marketing purposes of the Company in accordance with the terms hereof and with the prior written approval of Xxxxxxx Interests) “Xxx Xxxxxx”, “Xxxxx X. Xxxxxx”, “Xxxxxx”, Xxxxxx’ likeness and Xxxxxx’ signatures and “Xxxxxxx” (which is licensed only for use as a corporate name in accordance with the terms hereof) (collectively, the “Licensed Marks”), along with any associated goodwill, no matter whether such Licensed Marks have been registered inside or outside of the United States.

The Company further acknowledges and agrees that, as among the Parties, Xxxxxxx Interests and/or Xxxxxx are the owners of the Index’ the Licensed Marks and the following names and trademarks (collectively, including the Licensed Marks, the “BI Marks”), along with any associated goodwill, no matter whether such BI Marks have been registered inside or outside of the United States:

Xxxxxxx

Xxxxx X. Xxxxxx :

Xxxxx Xxxxxxx Xxxxxx

Xxx Xxxxxx

XXXX

Xxxxxx

Xxxxxx Index Funds

Xxxxxx International Commodity Fund, X.X.

Xxxxxx International Commodity Index

Xxxxxx International Raw Materials Fund, X.X.

Xxxxxx Raw Materials Fund, X.X.

Xxxxxx Raw Materials Index Fund, Ltd.

Xxx Xxxxxx International Raw Materials Fund

Xxx Xxxxxx Raw Materials Index Funds

Xxxxxx Metals Index Fund

Xxxxxx Agricultural Index Fund

Xxxxxx Energy Index Fund

Xxxxxx Raw Materials

Xxxxxx International Commodities

Xxxxxxxxxxxxxxxxx.xxx

and any other names, designations, domain names, marks and/or trademarks developed by, or on behalf of, Xxxxxx, Xxxxxxx Interests, the Company or any third party, that consist of, in whole or in part, the names and/or designations “RICI,” “Xxxxxxx” or “Xxxxxx”, or Xxxxxx’ likeness or signature.

The Company shall (a) execute any other written documents required by Xxxxxxx Interests to confirm Xxxxxxx Interests’ ownership of the Index and/or the BI Marks along with any associated goodwill, and (b) assign at Xxxxxxx Interests’ request such rights to Xxxxxxx Interests and/or its designee at no cost to Xxxxxxx Interests or any such designee, along with any and all associated goodwill the Company acquires, or has acquired, by operation of law or otherwise, and any and all rights it has in or to any of the BI Marks and/or the Index. The Company further represents and warrants that it has not assigned, transferred, hypothecated, pledged or sublicensed any of the foregoing ownership or rights to any third party.

Except for the license granted to the Company under Section I(A) hereof, Xxxxxxx . Interests and Xxxxxx reserve all other rights in, and to, the Index and the BI Marks. Subject to the license granted to the Company under Section I(A) hereof, Xxxxxxx Interests and Xxxxxx shall have the right to grant exclusive or nonexclusive licenses to use the BI Marks and Index inside and outside of the United States, including, but not limited to, use in connection with (a) any and all websites that use, or may use, BI Marks worldwide, and (b) any composite products, marks and/or services used, sold, marketed and/or distributed inside or outside of the United States, and for any and all other purposes, inside or outside of the United States.

The’Company agrees that it shall not register the Licensed Marks or the BI Marks or confusingly similar trademarks or domain names anywhere in the world. The Company shall not use, or authorize the use of, the Licensed Marks on any website, except for “xxxxxxxxxxxxxxxxxx.xxx” and “xxxxxxxxxxxx.xxx”, provided, however, that such use is in accordance with, and subject to, all of the terms and conditions hereof, and consistent with the use of such marks prior to the date hereof, or as may be authorized by Xxxxxxx Interests in the future with prior approval in writing, and that any trademark or other proprietary notice as may be reasonably requested by Xxxxxxx Interests is included. The Company further agrees that it will not oppose any filings or registration by Xxxxxx, Xxxxxxx Interests or his or its designated representatives, or assert any common-law right to the Licensed Marks, the BI Marks or similar marks. The Company shall not challenge Xxxxxx’ or Xxxxxxx Interests’ ownership of the Index, or their ownership, or validity, of the BI Marks or any application by Xxxxxx and/or Xxxxxxx Interests for registration thereof, or any trademark registration thereof, or any rights of Xxxxxx and/or Xxxxxxx Interests therein.

III.

TRANSFER OF APPLICATIONS AND REGISTRATIONS OF MARKS

In appreciation of the Company’s cooperation in clarifying the ownership of the Index and the BI Marks, and to compensate the Company for the reasonable costs and expenses the Company incurred, or may incur, with respect to the transfer and assignment provided for herein, Xxxxxx agrees to pay the Company US$25,000 (by personal check or wire transfer) within ten (10) business days after the date hereof.

In connection with, and in furtherance of, the assignment and transfer of the trademarks and the applications for trademarks contemplated hereunder, the Company shall; (a) concurrently herewith execute and deliver the assignments in the form attached hereto as Exhibits A and B (including two (2) execution copies of Exhibit A and four (4) execution copies of Exhibit B) and the recordal of such assignment; (b) promptly execute and deliver any other instruments and documents reasonably required in connection with such assignment; and (c) promptly execute any other written documents or instruments reasonably required by Xxxxxx and/or Xxxxxxx Interests to evidence Xxxxxxx Interests’ ownership of the Index and the BI Marks.

IV.

QUALITY CONTROL; USE OF THE MARKS; INFRINGEMENT

The Company shall conduct its business using the Licensed Marks and the Index in a manner designed to enhance the reputation and integrity of Xxxxxx, Xxxxxxx Interests, the Licensed Marks and the Index and the goodwill associated therewith. The Company shall not take any action that in any way might tend to diminish or disparage the value, goodwill or reputation of Xxxxxx, Xxxxxxx Interests, the Index or the Licensed Marks, as well as the other BI Marks not licensed hereunder.

The Company shall, during the Term of this Agreement and thereafter:

(a)

not do or permit to be done any act or thing which prejudices, infringes or impairs the rights and title which Xxxxxx and/or Xxxxxxx Interests retains with respect to the Licensed Marks;

(b)

except for the limited license granted hereunder, not represent that it has any right, title or interest in or to the Index or the Licensed Marks or in any registration for them;

(c)

not register or attempt to register any trademarks, service marks, trade names, logos or domain names that are identical to, comprise or are confusingly similar to the Licensed Marks, or any other trademarks, service marks, trade names, logos or domain names of Xxxxxx, Xxxxxxx Interests or any of his or its affiliates;

(d)

not do anything, or produce any goods or services, in connection with the Index and/or the Licensed Marks that conflict with quality control standards enunciated by Xxxxxxx Interests from time to time or damage or reflect adversely upon Xxxxxx, Xxxxxxx Interests or his or its affiliates or any of their respective trademarks, trade names or domain names;

(e)

cooperate with Xxxxxxx Interests in taking all appropriate measures for the protection of the Index and the Licensed Marks, and shall faithfully observe and execute the requirements, procedures and directions of Xxxxxxx Interests with respect to the use and protection of the Index and the Licensed Marks, including proper employment of symbols and/or words in connection with its use of the Index and the Licensed Marks, which shall include, but not be limited to, in all publicly-disseminated materials using the Licensed Marks, distinguishing the Licensed Marks (through, e.g., capitalization or bold or italic type) from surrounding text, accompany the first, most prominent use or most prominent reference to the Licensed Marks with a “TM” or “^®” symbol, as appropriate, including the words, “ is a trademark/service xxxx of Xxxxxxx Interests, Inc.” or “ is a registered trademark/service xxxx of Xxxxxxx Interests, Inc.,” as applicable, and not use possessive references to the Licensed Marks; provided, however, that to the extent that the Company’s usage of the Licensed Marks as of the date hereof in the prospectuses for Xxxxxx International Raw Materials Fund, L.P., Xxxxxx Raw Materials Fund, L.P. and Xxxxxx Raw Materials Index Fund, Ltd. does not conform with Xxxxxxx Interests’ standards set forth herein, such nonconforming usage shall not be considered a violation of this Section JV(B)(e) so long as the Company as soon as reasonably practicable takes such actions to correct such nonconforming use, but in no event more than ten (10) days following its receipt of a request from Xxxxxxx Interests of a request therefor.

(f)

never, either directly or indirectly, contest Xxxxxx’, Xxxxxxx Interests’ and/or his or its affiliates’ exclusive ownership of any of the Licensed Marks or the Index, as well as the other BI Marks not licensed hereunder, or the right to grant the license herein.

The Company shall not propose any material modification to the Index without consulting with Xxxxxxx Interests in advance. All modifications to the Index shall be subject to the prior approval of, and made by, Xxxxxxx Interests in its sole discretion.

At the reasonable request of Xxxxxxx Interests and expense of the Company, at least once annually, the Company shall provide Xxxxxxx Interests with representative specimens showing the Company’s use of the Licensed Marks.

The Company’s use of the Licensed Marks shall comply with all applicable laws and regulations.

Xxxxxxx Interests shall have the right to review the manner in which the Company uses the Index and the Licensed Marks. If Xxxxxx and/or Xxxxxxx Interests determines, in his or its reasonable discretion, that the Company has failed to comply with the quality provisions set forth in this Agreement, such failure shall be deemed a default under this Agreement, and Xxxxxx and/or Xxxxxxx Interests shall have the right, in his or its sole discretion, to terminate this Agreement and/or the license to use the Index and the Licensed Marks.

The Company shall notify Xxxxxxx Interests in writing of any distribution, sale or advertisement of any product or service that may constitute an infringement upon Xxxxxx’ and/or Xxxxxxx Interests’ rights in, or Company’s authorized use of, the Index and/or the Licensed Marks. Company shall not, without the prior written consent of Xxxxxx, commence, prosecute or institute any action or proceeding against any person, firm, or entity alleging infringement, imitation, or unauthorized use of the Index and/or the Licensed Marks.

Xxxxxx and Xxxxxxx Interests (and not the Company) shall determine the appropriate action to be taken against any infringement, imitation, or unauthorized use of the Index and/or the Licensed Marks, including the settlement of any claims or any controversy arising out of any such claims. In the event such an action is taken, Company shall provide assistance as may be required in obtaining any protection of the rights to the Index and the Licensed Marks. The Company shall have no rights against Xxxxxx or Xxxxxxx Interests for damages or otherwise by reason of any determination to act, or not to act, with respect to any alleged infringement, imitation or unauthorized use by others, nor shall any such determination of Xxxxxx or Xxxxxxx Interests affect the validity or enforceability of this Agreement. Any and all damages and settlements recovered arising from any action or proceeding shall belong solely to Xxxxxx and/or Xxxxxxx Interests.

V.	CONSULTING SERVICES

Xxxxxx shall provide consulting services to the Company, comparable or similar to such services provided by him prior to the date hereof, including, but not limited to, meeting with the management of the Company periodically to review the components and weighting of the Index and any sub-indices, provided, however, he shall not be required to provide such services if he reasonably determines, in his sole and reasonable discretion, that he is not in good health, has retired or generally ceased working, or if he is deceased.

Subject to the foregoing provisions of this Section V, Xxxxxx shall use reasonable efforts to promote the Index and the Company, including, but not limited to, using reasonable efforts to promote the Index and the Company, as appropriate, in the media and, as appropriate, in publications authored by Xxxxxx and, at the reasonable request of the Company and at the convenience of Xxxxxx, participating in presentations of Company products to institutional investors.

VI.

TERM AND TERMINATION

This Agreement shall become effective as of the date hereof, and shall terminate on December 31, 2050, unless terminated earlier as expressly provided in this Agreement (the “Term”).

Notwithstanding the foregoing, this Agreement shall terminate upon the occurrence of any of the following events:

(a)

expiration, dissolution or termination of the Company;

(b)

the date upon which Xxxxxx no longer holds any Interest in the Company, provided, however, at any time after the death of Xxxxxx, this Agreement may terminate, in the sole discretion of, and at the option of, the executors of his estate or the successors in interest to Xxxxxxx Interests, upon three (3) months’ prior written notice to the Company;

(c)

if the Company fails to discharge a material obligation, or to correct a material default, hereunder, and fails to discharge such obligation or cure such material default within thirty (30) days after receiving written notice from Xxxxxx or Xxxxxxx Interests specifying the material obligation or material default and indicating an intent to terminate this Agreement; or

(d)

as agreed by the Parties.

Upon the expiration or the termination of this Agreement, the Company shall, as promptly as is commercially feasible, but in no circumstances later than three (3) months following the expiration or the termination of this Agreement, cease and desist all use of the Index and the Licensed Marks, and any names, designations or trademarks which consist, in whole or in part, of the Licensed Marks; provided, however, that in cases of termination in accordance with Section VI(B)(c), such use shall cease immediately. This Section VI and Sections II, III, IV(B), VII, VIII, IX, X and XI shall survive any expiration or termination of this Agreement.

VII.

FINAL AGREEMENT, WAIVER & MODIFICATION

This Agreement constitutes the final and complete understanding and agreement among Xxxxxxx Interests. Xxxxxx and the Company concerning the subject matter hereof. Any prior agreements, understandings, negotiations or communications of any kind are deemed superseded by this Agreement. For the avoidance of doubt, the Parties further expressly agree that in the event any provision of this Agreement conflicts with or is inconsistent with any provision of that certain Subscription Agreement, dated September 9, 1997, between Xxxxxx and the Company or any subsequent version thereof (the “Subscription Agreement”), the provisions of this Agreement shall control and the Subscription Agreement shall be deemed to have been amended to the extent necessary to conform it with the provisions hereof.

No waiver, alteration or modification of any of the provisions of this Agreement shall be valid unless signed in writing by the Parties hereto.

VIII.

NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given when delivered personally (or when personal delivery thereof is refused) or three (3) days after deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed to the other Parties hereto at the addresses set forth below or such other address as any Party may give in writing to the other Parties:

If to the Company, to:

Xxxxxxx Management Company, L.L.C.

000 Xxxx Xxxxxxx Xxxxxxxxx

Xxxxx 0000-X

Xxxxxxx, Xxxxxxxx 00000

Attention: Xxx Xxxxx

With a copy to:

Sidley Xxxxxx Xxxxx & Xxxx LLP

Bank One Plaza

00 Xxxxx Xxxxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

Attention: Xxxxx X. Xxxxx, Esq.

If to Xxxxxx and/or Xxxxxxx Interests, to:

Xx. Xxxxx X. Xxxxxx, Xx.

c/x Xxxxxxx Interests, Inc.

000 Xxxxxxxxx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

With a copy to:

Xxxx Xxxxxxx LLP

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxx Xxxxx, Esq.

IX.

BINDING NATURE/ASSIGNMENT

This Agreement shall inure to the benefit of, and shall be binding upon, the executors, administrators, successors and assigns of the Parties.

This Agreement is not transferable or assignable by any Party, except with the prior written consent of the other Parties. Any transfer or assignment in violation of this provision shall be null and void.

X.	GOVERNING LAW AND LITIGATION

This Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its laws regarding conflict of laws.

All actions or proceedings arising out of or in connection with this Agreement shall be tried and litigated in the state or federal courts located in Chicago, Illinois.

XI.

MISCELLANEOUS

Titles and headings in this Agreement are for convenience of reference only and shall have no substantive effect.

The waiver by a Party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof. Delay in the enforcement of, or the insistence on the performance of, any right which arises upon the breach or violation of this Agreement shall not operate as a waiver of such or any subsequent breach or violation hereof.

In the event any provision of this Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall in no event affect, prejudice or disturb the validity of the remainder of this Agreement, which shall remain in full force and effect, enforceable in accordance with its terms.

This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on the Parties, notwithstanding that all Parties are not signatories to the same counterpart.

Whenever the context of this Agreement requires, the gender of all terms herein shall include the masculine, feminine and neuter, and the reference to the singular of a term shall also include the plural thereof.

[Remainder of Page Intentionally Blank]

IN WITNESS HEREOF, the Parties have set their hands to this Agreement as of the date first above written.


XXXXXXX MANAGEMENT COMPANY, L.L.C.

By:	/s/ Xxxxxx Xxxxxx Xxxxx III
	Name:	Xxxxxx Xxxxxx Xxxxx III
	Title:	Managing Member

/s/ Xxxxx X. Xxxxxx, Xx.
Xxxxx X. Xxxxxx, Xx.

XXXXXXX INTERESTS, INC.

By:	/s/ Xxxxx X. Xxxxxx, Xx.
	Name:	Xxxxx X. Xxxxxx, Xx.
	Title:	President

EXHIBIT A

This Trademark Assignment (“Assignment”) is made as of March 15, 2005, by and between Xxxxxxx Management Company, L.L.C., an Illinois limited liability company, with a place of business at Chicago Illinois (“Assignor”), and Xxxxxxx Interests, Inc., a Delaware corporation, with a place of business at 000 Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000 (“Assignee”).

WHEREAS, Assignor desires to assign, and Assignee desires to acquire, all of Assignor’s right, title, goodwill and interest, to the extent, if any, in and to the marks, applications and registrations listed on Schedule 1 (“Marks”).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, sells and transfers to Assignee all of Assignor’s right, title and interest in and to the Marks, including, without limitation: (a) the goodwill associated with the Marks and (b) the registrations and applications for registration of the Marks. Assignee may record this Assignment with the United States Patent and Trademark Office.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first written above.


Xxxxxxx Management Company, L.L.C.			Xxxxxxx Interests, Inc.

By:	/s/ Xxxxxx Xxxxxx Xxxxx III		By:	/s/ Xxxxx X. Xxxxxx, Xx.
	Name:	Xxxxxx Xxxxxx Xxxxx III		Xxxxx X. Xxxxxx, Xx., President
	Title:	Managing Member


State of Illinois		)
		)
County of Xxxx		)

On 15th March, 2005, before me appeared Xxxxxx X. Xxxxx, III, who signed this instrument on behalf of Xxxxxxx Management Company, L.L.C., and acknowledged that he signed it on behalf of such entity as Managing Member of the identified corporation and pursuant to authority duly received.


My commission expires:				/s/ Xxxxxxx X. Xxxx
				Notary Public


State of NY		)
		)
County of NY		)

On 14th March, 2005, before me appeared Xxxxx X. Xxxxxx, Xx., who signed this instrument on behalf of Xxxxxxx Interests, Inc., and acknowledged that he signed it on behalf of Xxxxxxx Interests, Inc. as President of such entity and pursuant to authority duly received.


My commission expires:				/s/ Xxxxxx Xxxxxxxx
				Notary Public

SCHEDULE 1

Marks Registered and Applied-For in the United States Patent and Trademark Office:


Xxxx	Registration No. (or Serial No.)	Registration Date (or Filing Date)
Xxxxxx International Commodity Index	2,616,336	September 10, 2002

Xxxxxx Raw Materials Fund, LP	2,577,188	June 11, 2002

RICI	(78/505,420)	(October 25, 2004)

Marks Not Registered:

Xxxxxxx

Xxxxxx

Xxxxxx Index Funds

Xxxxxx International Commodity Fund, X.X.

Xxxxxx Raw Materials Index Fund, Ltd.

Xxxxxx International Raw Materials Fund, L.P.

Xxx Xxxxxx International Raw Materials Fund

Xxx Xxxxxx Raw Materials Index Funds

EXHIBIT B

This Trademark Assignment (“Assignment”) is made as of March 15, 2005, by and between Xxxxxxx Management Company, L.L.C., an Illinois limited liability company, with a place of business at 000 X Xxxxxxx Xxxxxxx, XX 00000 (“Assignor”), and Xxxxxxx Interests, Inc., a Delaware corporation with a place of business at 000 Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000 (“Assignee”).

WHEREAS, Assignor desires to assign, and Assignee desires to acquire, all of Assignor’s right, title, goodwill and interest, to the extent, if any, in and to the marks, applications and registrations listed on Schedule 1 (“Marks”).

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby assigns, sells and transfers to Assignee all of Assignor’s right, title and interest in and to the Marks, including, without limitation: (a) the goodwill associated with the Marks and (b) the registrations and applications for registration of the Marks. Assignee may record this Assignment with the appropriate trademark authorities.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first written above.


Xxxxxxx Management Company, L.L.C.			Xxxxxxx Interests, Inc.

By:	/s/ Xxxxxx Xxxxxx Xxxxx III		By:	/s/ Xxxxx X. Xxxxxx, Xx.
	Name:	Xxxxxx Xxxxxx Xxxxx III		Xxxxx X. Xxxxxx, Xx., President
	Title:	Managing Member


State of Illinois		)
		)
County of Xxxx		)

On 15th March, 2005, before me appeared Xxxxxx X. Xxxxx III, who signed this instrument on behalf of Xxxxxxx Management Company, L.L.C., and acknowledged that he signed it on behalf of such entity as Managing Member of the identified corporation and pursuant to authority duly received.


My commission expires:				/s/ Xxxxxxx X. Xxxx
				Notary Public


State of NY		)
		)
County of NY		)

On 14th March, 2005 before me appeared Xxxxx X. Xxxxxx, Xx., who signed this instrument on behalf of Xxxxxxx Interests, Inc., and acknowledged that he signed it on behalf of Xxxxxxx Interests, Inc. as President of such entity and pursuant to authority duly received.


My commission expires:				/s/ Xxxxxx Xxxxxxxx
				Notary Public

SCHEDULE 1

Marks Registered and Applied-For:


Xxxx	Registration No. (or Serial No.)	Registration Date (or Filing Date)
Japan

RICI	(2004-100046)	(November 1, 2004)

Xxxxxx International Commodity Index	(2004-100047)	(November 1, 2004)

European Community

RICI	(4105698)	(November 3, 2004)

Xxxxxx International Commodity Index	(4105755)	(November 3, 2004)

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TRADEMARK LICENSE AGREEMENT

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