AMENDED AND RESTATED INDEX SUB-LICENSE AGREEMENT
Exhibit 99(h)(8)
AMENDED AND RESTATED
THIS AMENDED AND RESTATED INDEX SUB-LICENSE AGREEMENT, dated as of April 24, 2024, is made by and between Sprott Asset Management LP (“XXX LP”), Royal Bank Plaza, 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X0X0, and Sprott ETF Trust, 000 Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxx 00000, on behalf of the series of the Sprott Funds Trust set forth in the Appendix (“Sub-Licensees”), as may be amended from time to time.
WHEREAS, XXX LP is a Licensee of one or more index providers, which are identified in the Appendix (each a “Licensor” and, collectively, the “Licensors”);
WHEREAS, each Licensor with input and assistance of XXX LP, determines the components and the proprietary data contained within each of their branded indexes (each an “Index” and, collectively, the “Indexes”);
WHEREAS, each Licensor or an agent of the Licensor calculates, maintains and disseminates the Indexes;
WHEREAS, each Licensor and XXX LP have previously entered into a separate agreement concerning use of the applicable Index, the right to sub-license the applicable License Agreement to the use by Sub-Liscensees of associated trade names and registered trademarks (“Marks”) in relating to certain Products (each a “License Agreement”);
WHEREAS, XXX LP desires to sublicense the Indexes and Marks to Sub-Licensees in order to carry out the purposes of the applicable License Agreements; and
WHEREAS, each Sub-Licensee is legally authorized to issue and offer shares of the Sub-Licensee.
NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein, XXX LP and the Sub-Licensees, intending to be legally bound, agree as follows:
1. Scope of each Sub-License. Each Sub-Licensee hereby acknowledges that it has received, reviewed, and understands the applicable License Agreement entered into between the XXX LP and the applicable Licensor relating to use of the Indexes and Marks. Except as noted herein, Sub-Licensee hereby agrees to obligate itself to all the terms, conditions, and obligations of the applicable License Agreement as if Sub-Licensee were the licensee. Each Sub-Licensee agrees that the applicable Licensor may exercise any rights against Sub-Licensee (including, for example, limitation of liability, indemnification, or audit rights) the Licensor has against the XXX LP as licensee to the same extent as if Sub-Licensee were directly contracting with the Licensor. Sub-Licensee agrees it will not assert against any Licensor any defense, claim, or right Sub-Licensee may have against XXX LP, in its capacity as the licensee, including those of set-off, abatement, counter-claim, contribution or indemnification.
2. No Further Sub-License. All references in the applicable License Agreement to sub-licenses and sub-licensees, including any right of sub-licensee to grant further sub-licenses or to permit further sub-licensees are not applicable to this Sub-Licensee Agreement and are as if deleted from such License Agreement.
3. Term. The term of this Sub-Licensee Agreement automatically terminates, without notice, if the term of the applicable License Agreement terminates for any reason.
4. Fees. XXX LP grants each Sub-Licensee its rights to use the applicable Indexes and Marks pursuant to the applicable Licensing Agreement at no cost.
5. General Provisions. The provisions of the License Agreement govern this Sub-Licensee Agreement. All terms and definitions used in this Index Sub-Licensee Agreement, unless otherwise indicated, have the same meanings and definitions as in the applicable License Agreement. XXX LP HAS NO AUTHORITY TO WAIVE, RENEGOTIATE, OR FORGIVE ANY PROVISION OF ANY LICENSE AGREEMENT AS IT APPLIES TO SUB-LICENSEES.
IN WITNESS WHEREOF, the Parties hereto have caused this Index Sub-License Agreement to be executed by their duly authorized officers.
| Sprott Asset Management, LP | ||
| By: | /s/ Xxxx Xxxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxxx | |
| Title: | Chief Executive Officer | |
| Date: | April 25, 2024 | |
| Sprott Funds Trust | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President | |
| Date: | April 25, 2024 | |
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Appendix
(as of April 24, 2024)
Licensor |
Licensee | Sub-Licensee | Name of Index |
| Solactive | XXX XX | Xxxxxx Gold Miners ETF | Solactive Gold Miners Custom Factors Total Return Index |
| Solactive | XXX XX | Xxxxxx Junior Gold Miners ETF | Solactive Junior Gold Miners Custom Factor Index |
| North Shore Indices | XXX XX | Xxxxxx Uranium Miners ETF | North Shore Global Uranium Mining Index |
| Nasdaq | XXX XX | Xxxxxx Energy Transition Materials ETF | Nasdaq Sprott Energy Transition Materials Index |
| Nasdaq | XXX XX | Xxxxxx Junior Copper Miners ETF | Nasdaq Sprott Junior Copper Miners Index |
| Nasdaq | XXX XX | Xxxxxx Lithium Miners ETF | Nasdaq Sprott Lithium Miners Index |
| Nasdaq | XXX XX | Xxxxxx Nickel Miners ETF | Nasdaq Sprott Nickel Miners Index |
| Nasdaq | XXX XX | Xxxxxx Junior Uranium Miners ETF | Nasdaq Sprott Junior Uranium Miners Index |
| Nasdaq | XXX XX | Xxxxxx Copper Miners ETF | Nasdaq Sprott Copper Miners Index |
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