AMENDMENT TO LICENSING AGREEMENT
AMENDMENT
TO LICENSING AGREEMENT
This
Amendment to the Licensing Agreement dated December 11, 2009 (“Licensing Agreement”), is
made and entered into as of the 18th day of
October, 2010 (the “Amendment
Effective Date”), by and among SummerHaven Investment Management, LLC
(“SHIM”), a Delaware
limited liability company with its principal place of business at 0000 Xxxx Xxxx
Xxxxxx, Xxxxxxxxx Plaza, Fourth Floor, Stamford, CT 06902, and United States
Commodity Funds LLC (“USCF”), a Delaware limited
liability company with its principal place of business at 0000 Xxxxxx Xxx
Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000.
WHEREAS,
pursuant to an Amendment, dated the date hereof, to the Advisory Agreement with
SHIM dated December 11, 2009, USCF is retaining SHIM to provide certain
consulting services in connection with the operation of certain new funds in
connection with the New Indices (as defined below) (the “New Funds”) that will be
registered as separate series of the United States Commodity Index Funds Trust,
a Delaware statutory trust, and the units of each such New Fund will be offered
to the public and will be traded on a national securities exchange (the date on
which each New Fund commences trading, the “Launch Date” for such New
Fund); and
WHEREAS,
in connection therewith, the parties desire to amend the Licensing Agreement as
follows to provide for the SummerHaven Dynamic
Agricultural Index (“SDAI”) and the SummerHaven Dynamic Metals Index
(“SDMI”, together with SDAI, the “New Indices”) to be sublicensed by SHIM to USCF as set forth
herein;
NOW,
THEREFORE, in consideration of the foregoing, the parties agree to amend the
Licensing Agreement as follows:
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1.
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The
Licensing Agreement shall be amended to add a new Exhibit C and E, each of
which shall be in the form attached hereto, identifying the New Indices
and service marks for the New
Indices.
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2.
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Except
as otherwise provided herein, all references to the “Index” in the
Licensing Agreement shall be deemed to include SDAI and SDMI, as the
context may so require.
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3.
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With respect to the New Indices only, the
Licensing Agreement shall be amended to substitute “Amendment Effective
Date” for “Effective Date”.
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4.
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The
Licensing Agreement shall be amended to add a new Exhibit D and F, each of
which shall be in the form attached hereto, providing the Fee Schedule for
each of the New Indices.
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IN WITNESS WHEREOF, the
parties have entered into this Amendment to the Licensing Agreement, as of the
Amendment Effective Date.
SUMMERHAVEN
INVESTMENT MANAGEMENT, LLC
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By:
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/s/ Xxxxxx X. Xxxxx
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Name Xxxxxx
X. Xxxxx
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Title Partner
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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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Exhibit
C
Index:
SummerHaven Dynamic Agricultural Index (“SDAI”), as described in the final prospectus to be filed by
the relevant New Fund in its initial public offering or as otherwise agreed by
USCF and SHIM
Service
Marks:
SDAI
Exhibit
D
Fee
Schedule:
USCF and/or the applicable New Fund, as the case may be,
will pay to SHIM with respect to the Summerhaven Dynamic Agricultural Index (a)
an annual fee of $30,000 for the calendar year 2010, payable before December
31st, 2010, and $15,000 annually thereafter, payable within
10 days of the beginning of each calendar year, and (b) an annual sublicense fee
of 0.06% (6 basis points) of the average daily assets of such New Fund which
shall be paid on a monthly basis (within 30 business days of the end of each
calendar month) as follows:
The
sublicense fee for each month will be calculated as the sum of daily calculated
sublicense fees according to the following formula:
Daily
Sublicense Fee = (Total Assets of the New Fund x 0.06%) divided by
365.
On days
on which the units of the New Fund are not traded, the Total Assets for the
respective sublicense fees will be those determined on the previous day on which
the New Fund’s units were traded.
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Exhibit
E
Index:
SummerHaven Dynamic Metals Index (“SDMI”), as described in the final prospectus to be filed by
the relevant New Fund in its initial public offering or as otherwise agreed by
USCF and SHIM
Service
Marks:
SDMI
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Exhibit
F
Fee
Schedule:
USCF and/or the applicable New Fund(s), as the case may
be, will pay to SHIM with respect to the Summerhaven Dynamic Metals Index (a) an
annual fee of $30,000 for the calendar year 2010, payable before December
31st, 2010, and $15,000 annually thereafter, payable within
10 days of the beginning of each calendar year, and (b) an annual sublicense fee
of 0.06% (6 basis points) of the average daily assets of such New Fund(s), as
applicable, which shall be paid on a monthly basis (within 30 business days of
the end of each calendar month) as follows:
The
sublicense fee for each month will be calculated as the sum of daily calculated
sublicense fees according to the following formula:
Daily
Sublicense Fee = (Total Assets of the New Fund(s) x 0.06%) divided by
365.
On days
that the units of the New Fund(s) are not traded, the Total Assets for the
respective sublicense fees will be those determined on the previous day on which
such Fund’s units were traded.
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