AMENDMENT AGREEMENT NO. 3 TO UPDATE SERIES FOR THE ADMINISTRATIVE AGENCY AGREEMENT

Exhibit 10.4

 

AMENDMENT AGREEMENT NO. 3  TO UPDATE SERIES

FOR THE ADMINISTRATIVE AGENCY AGREEMENT

This Amendment No. 3  to the Administrative Agency Agreement dated July 31, 2019 (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 each series established and designated by the Trust as a fund and listed on Annex A to the Agreement (each, a “Fund” and collectively, the “Funds”), and ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. (“BBH&Co.” or the “Administrator”) (each, a “Party” and collectively, the “Parties”).

WHEREAS, the Parties have entered into a certain Administrative Agency Agreement dated July 22, 2010 with Appendices A through D attached thereto and as 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as provided herein by amending Annex A of the Agreement and removing Schedules 1-B and 1-D of the Agreement, which are no longer applicable to the Agreement.

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

BY THE UNITED STATES COMMODITY INDEX FUNDS TRUST

 

 

The Parties acknowledge that Schedule 1 and Schedule 1-C, as included in prior amendments to the Agreement, shall supplement and not supersede Schedule 1 of the Agreement and Schedules 1-B and 1-D of the Agreement, which are no longer applicable to the Agreement, shall be removed and of no further force or effect.

II.         REPRESENTATIONS

Each Party represents to the other Parties that:

 

 

(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.       RECORDS

(a)        Pursuant to section 12 of the Agreement, the Sponsor hereby requests that the Administrator promptly deliver to the Sponsor all records for the Fund created and/or maintained by the Administrator, together with the certification as to such records, in case to the attention of the Chief Compliance Officer of the Sponsor at ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

 

IV.       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 otherwise 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.

(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.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first written above.

 

UNITED STATES COMMODITY FUNDS LLC

 

UNITED STATES COMMODITY INDEX FUNDS TRUST, on its own behalf and on behalf of each Fund

 

▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO.