AMENDMENT AGREEMENT TO ADD SERIES TRUSTS TO TO THE ADMINISTRATIVE AGENCY AGREEMENT
Exhibit 10.15
AMENDMENT AGREEMENT TO ADD SERIES TRUSTS TO
This Amendment to the Administrative Agency Agreement dated as of December 16, 2010 (this “Amendment”), is made and entered into by and among UNITED STATES COMMODITY FUNDS LLC, a Delaware limited liability company (the “Sponsor”), the UNITED STATES COMMODITY INDEX FUNDS TRUST, a Delaware statutory trust (the “Trust”), on its own behalf and on behalf of the UNITED STATES COMMODITY INDEX FUND, UNITED STATES METALS INDEX FUND, UNITED STATES AGRICULTURE INDEX FUND and UNITED STATES COPPER INDEX FUND (each, a “Fund”), and XXXXX BROTHERS XXXXXXXX & CO. (“BBH&Co.” or the “Administrator”) (each, a “Party” and collectively, “the Parties”).
WHEREAS, the Parties have entered into a certain Administrative Agency dated July 22, 2010 with Appendices A through D attached thereto and amended from time to time (together, the “Agreement”); and
WHEREAS, the parties hereto desire to amend the Agreement as provided herein by amending Annex A of the Agreement and supplementing this Agreement with the attached Schedule 1 to this Amendment.
NOW THEREFORE, for and in consideration of the agreements herein made and other good and valuable consideration, the parties hereto agree as follows:
I. AMENDMENTS
The Agreement is hereby amended by making the following change to Annex A thereto:
LIST OF SERIES TRUST(S) ESTABLISHED
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Fund
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Relevant Schedule
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1.
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United States Commodity Index Fund
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Schedule 1 to this Agreement
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2.
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United States Metals Index Fund
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Schedule 1-A to the Amendment Agreement dated as of December 16, 2010
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3.
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United States Agriculture Index Fund
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Schedule 1-B to the Amendment Agreement dated as of December 16, 2010
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4.
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United States Copper Index Fund
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Schedule 1-C to the Amendment Agreement dated as of December 16, 2010
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The Parties acknowledge that Schedule 1-A, Schedule 1-B and Schedule 1-C of this Amendment shall supplement and not supersede Schedule 1 of the Agreement.
II. REPRESENTATIONS
Each Party represents to the other Parties that:-
(a) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;
(b) Powers. It has the power to execute and deliver this Amendment and to perform its obligations hereunder, and has taken all necessary action to authorize such execution, delivery and performance;
(c) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;
(d) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Amendment have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and
(e) Obligations Binding. Its obligations under this Amendment constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
III. MISCELLANEOUS
(a) Entire Agreement. The Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as other wise provided herein) with respect thereto.
(b) Counterparts. This Amendment may be executed in multiple counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.
(c) Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment.
(d) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
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(e) Terms. Terms used in this Amendment, unless otherwise defined herein, shall have the meanings ascribed to them in the Agreement.
(f) Agreement. Any and all references to the Agreement shall hereafter refer to the Agreement as amended by this Amendment and as the same may be amended, supplemented or modified from time to time. Unless otherwise defined herein, capitalized terms not defined herein shall have the same meanings assigned to such terms in the Agreement as amended by this Amendment.
Except as amended hereby, all other terms and conditions of the Agreement shall remain the same and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first written above.
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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UNITED STATES COMMODITY INDEX FUNDS TRUST, on its own behalf and on behalf of the United States Commodity Index Fund
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By:
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United States Commodity Funds LLC, as Sponsor
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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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UNITED STATES COMMODITY INDEX FUNDS TRUST, on behalf of United States Metals Index Fund, United States Agriculture Index Fund, and United States Copper Index Fund
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By:
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United States Commodity Funds LLC, as Sponsor
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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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XXXXX BROTHERS XXXXXXXX & CO.
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By:
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/s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Senior Vice President
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Address: 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000
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Telephone: 000-000-0000
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Facsimile: 000-000-0000
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SCHEDULE 1-A
TO THE AMENDMENT AGREEMENT DATED AS OF DECEMBER 16, 2010
DEFINED TERMS RELATING TO
UNITED STATES METALS INDEX FUND
Benchmark Component Futures Contract shall mean the Futures Contracts (as defined in the Prospectus) that at any given time make up the index of the Fund.
The Fund shall mean United States Metals Index Fund.
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SCHEDULE 1-B
TO THE AMENDMENT AGREEMENT DATED AS OF DECEMBER 16, 2010
DEFINED TERMS RELATING TO
UNITED STATES AGRICULTURE INDEX FUND
Benchmark Component Futures Contract shall mean the Futures Contracts (as defined in the Prospectus) that at any given time make up the index of the Fund.
The Fund shall mean United States Agriculture Index Fund.
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SCHEDULE 1-C
TO THE AMENDMENT AGREEMENT DATED AS OF DECEMBER 16, 2010
DEFINED TERMS RELATING TO
UNITED STATES METALS INDEX FUND
Benchmark Component Futures Contract shall mean the Futures Contracts (as defined in the Prospectus) that at any given time make up the index of the Fund.
The Fund shall mean United States Copper Index Fund.
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