Amendment No. 2 to Agreement for Marketing Services
Exhibit 10.1
Amendment No. 2 to Agreement for Marketing Services
This Amendment No. 2 dated as of May 15, 2009 (this “Amendment”) is to the Agreement for
Marketing Services dated January 14, 2008, as amended April 30, 2009 (the “Agreement”) by and
between ALPS Distributors, Inc., a Colorado corporation located at 0000 Xxxxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxx 00000 (“ALPS”), and GreenHaven Commodity Services, LLC, a Delaware limited
liability company located at 0000 Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 (the “Managing
Owner”).
WHEREAS, ALPS and the Managing Owner wish to amend the Agreement in certain respects as more
fully set forth below; and
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. Effective as of the date of this Amendment, Section 2 (Scope of Services) of the Agreement
is replaced in its entirety as follows:
2. Scope of Services. For the performance by ALPS of the Services
pursuant to this Agreement, Client agrees to pay ALPS an annual fee,
amortized monthly and payable quarterly, based upon the gross management fees
paid by the Master Fund to the Client, in accordance with the fee schedule
set forth on Exhibit “B” hereto. Such fees shall not exceed
$1,768,000.
2. Effective as of the date of this Amendment, Section 3 (Out of Pocket Expenses) of the
Agreement is replaced in its entirety as follows:
3. Out of Pocket Expenses. In addition to the fees that the Client
shall pay to ALPS pursuant to Section 2 above, the Client agrees to reimburse
ALPS for its reasonable out-of-pocket expenses incurred and advances made by
ALPS in performing the Services, including, but specifically not limited to,
FINRA advertising fees, registered representative licensing fees, branch
inspection costs, postage and any other expenses incurred by ALPS at the
specific written request or consent of the Client, up to a total of $18,000
for the two-year period beginning May 15, 2009.
3. Except as specifically set forth herein, all other provisions of the Agreement shall remain
in full force and effect. Any items not herein defined shall have the meaning ascribed to them in
the Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of
the date first written above.
GREENHAVEN COMMODITY SERVICES, LLC
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ALPS DISTRIBUTORS, INC. | ||
By: /s/ Xxxxxxx X. Xxxxxxx, III
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By: /s/ Xxxxxx X. Xxxxxx | ||
Name: Xxxxxxx X. Xxxxxxx, III
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Name: Xxxxxx X. Xxxxxx | ||
Title: Manager
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Title: President |
