AMENDMENT
6
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 Marketing Agent, the Sponsor and the Trust dated as of July 22, 2010, as amended and assigned |
“Marketing
Agent” |
ALPS
Distributors, Inc. |
“Sponsor” |
United
States Commodity Funds LLC |
“Trust” |
United
States Commodity Index Funds Trust |
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. |
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UNITED STATES COMMODITY FUNDS LLC |
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By: |
/s/ Xxxxxxx Xxxxx |
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By: |
/s/ Xxxx X. Xxxx |
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Name: |
Xxxxxxx Xxxxx |
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Name: |
Xxxx X. Xxxx |
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Title: |
SVP & Director |
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Title: |
President & CEO |
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By: |
/s/ Xxxx X. Xxxx |
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Name: |
Xxxx
X. Xxxx |
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Title: |
President
& CEO |
Marketing Agent
Agreement Amendment 6
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 Trust and/or Sponsor 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 Trust and/or Sponsor when making any material
changes in sufficient detail to enable Trust and/or Sponsor 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 Sponsor for the services of the Marketing Agent as marketing
agent to the Trust and each Fund hereunder, a fee for its services per Fund hereunder, calculated daily and payable monthly, as
follows (the “Fee”):
| · | 00
xxxxx xxxxxx xx xxx Xxxxxx Xxxxxx Commodity Index Fund’s total net assets |
| · | 2.5
basis points of the United States Copper Index Fund’s total net assets |
The
Sponsor 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
Active Marketing Agent Services for the United States Commodity Index Fund only, Marketing Agent shall perform the
following:
| · | Product
specialist consulting |
| · | Content
generation and Marketing Sales Campaign Strategy and Content Creation |
| · | Annual
sales training and support for internal and external divisions and additional training
as agreed upon by the parties, in writing, from time to time |
| · | Support
and attend conferences and sponsorships, subject to the written pre-approval of the Sponsor |
| · | Marketing
Agent research coverage and support of due diligence, product development and on-boarding
at select intermediaries; to be reviewed monthly with the Sponsor’s Chief Marketing
Officer |
| · | Sponsor
weekly sales updates |
| · | Sponsor
monthly national accounts updates |
| · | Sponsor
monthly activity updates |
| · | Key
accounts support, including due diligence, research, product and relationship management
team support |
Internal Sales:
| · | Handle
inbound inquiries on the Fund from advisors and other institutional investors |
| · | Promote
webcasts and upcoming events via email and phone |
National Accounts:
| · | Work
with the home offices to establish trading for the Fund |
| · | Coordinate
and provide communication related to the strategies to home offices including data relating
to corporate actions, due diligence questionnaires and requests for proposals |
| · | Seek
opportunities to market the Fund within all applicable platforms, including speaking
engagements on an in-person basis, broad-based conference calls and weekly email blasts
highlighting the Fund at strategic partner firms |
| · | Provide
assistance to the Sponsor’s Head of Distribution with respect to the Fund’s
inclusion on individual platform recommended lists |
| · | Coordinate
with the Sponsor’s Head of Distribution in all facets of Fund platform access and
the applicable availability list |
| · | Report
to the Sponsor’s Head of Distribution on a bi-weekly basis with respect to any
and all activity updates |
External Wholesaler:
| · | Promote
webcasts and upcoming events |
| · | Proactively
market the Fund’s strategies through in-person meetings, road shows, conference
calls and conferences |
| · | Report
to Sponsor’s National Sales Director on a bi-weekly basis with respect to sales
plans and progress |
With respect to the provision of
Marketing Agent Support Services for the United States Commodity Index Fund and the United States Copper Index
Fund, 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 Sponsor and/or the Funds. The design, development and production of web and marketing materials are based on
content provided by Sponsor and brand guidelines as created by Marketing Agent or its designee, as approved by the Sponsor. Marketing
Agent or its designee will work closely with Sponsor to ensure messaging and layout is approved for all projects. Project completion
will be based on the receipt of required content from Sponsor and its Fund Accountant, and approvals by Sponsor.
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 Sponsor) |
| o | Report monthly results to
the Sponsor’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 Sponsor) |
| · | Maintenance
and Hosting of website |
| · | All
content and data to be reviewed/provided and approved by Sponsor to Marketing Agent or
its designee |
| · | Screen
shots of edits will be provided to Sponsor 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, Sponsor 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. |