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SECOND AMENDED AND RESTATED MARKETING AGREEMENT

Marketing Agreement

SECOND AMENDED AND RESTATED MARKETING AGREEMENT | Document Parties: DB Commodity Services LLC  | AIM Distributors, Inc You are currently viewing:
This Marketing Agreement involves

DB Commodity Services LLC | AIM Distributors, Inc

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Title: SECOND AMENDED AND RESTATED MARKETING AGREEMENT
Governing Law: New York     Date: 3/28/2007

SECOND AMENDED AND RESTATED MARKETING AGREEMENT, Parties: db commodity services llc  , aim distributors  inc
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Exhibit 10.7

 

SECOND AMENDED AND RESTATED MARKETING AGREEMENT

 

(1) This Second Amended and Restated Marketing Agreement (“ Agreement ”) amends and restates the Amended and Restated Marketing Agreement among the parties hereto, effective on or about September 18, 2006 (the “ Amended Agreement ”) and this Agreement addresses the terms by which DB Commodity Services LLC (“ DBCS ”) retains the services of AIM Distributors, Inc. (“ AIM ”) to assist in marketing activities with respect to certain DBCS related products. DBCS serves as the Managing Owner, commodity pool operator and commodity trading advisor for those several Delaware statutory trusts and each series of those that are organized in multiple issues (each a statutory or series “ Trust ”) set forth on Exhibit A attached hereto. The Trusts are exchange-traded funds (each related master and feeder, collectively, a “ Fund ”) structured as commodity pools under the Commodity Exchange Act. The list of all Funds currently covered by this Agreement is set forth on Exhibit A . This Agreement is effective as of the effective date of the Amended Agreement.

 

(2) A registration statement either is effective or has been filed with the SEC in respect of the shares of each of the Funds. Each of the Funds issues and redeems its shares only in large aggregations and only to or through certain qualified financial institutions. Certain marketing-related services currently are performed for the benefit of the Funds on a non-exclusive basis by ALPS Distributors, Inc., as described in the registration statement of each of the Funds.

 

(3) DBCS desires to retain AIM to provide certain additional marketing services for DBCS in respect of the Funds. AIM will provide various educational and marketing activities regarding the Funds, primarily in the secondary trading market, which activities will include, but not be limited to, communicating each Fund’s name, characteristics, uses, benefits, and risks, consistent with the relevant registration statement.

 

(4) DBCS understands that AIM’s marketing activities in connection with the Funds will include but not be limited to: (a) engaging in public seminars, road shows, conferences, media interviews; (b) fielding incoming telephone “800” number calls; (c) distributing sales literature and other communications (including electronic media) regarding the Funds; and (d) other services reasonably contemplated and agreed to by DBCS and AIM. All of the foregoing activities are referred to herein as “ Marketing ”. AIM shall perform these services in a professional and competent manner and shall provide such office space and equipment, telephone facilities, and personnel as it determines may be reasonably necessary or beneficial in order to provide such services.

 

(5) While AIM is authorized by DBCS to solicit purchases of the Funds’ shares, it is understood that AIM will not open or maintain customer accounts or handle orders for the Funds. AIM represents that it and its employees who engage in Marketing the Funds at all times will be properly registered with and licensed by the Securities and Exchange Commission (the “ SEC ”) and will be members in good standing of the National Association of Securities Dealers, Inc. or any relevant subsidiary thereof (the “ NASD ”), as applicable. AIM further represents and covenants that such employees will comply with all applicable laws, rules and regulations in connection with the Marketing of the Funds, and its employees’ oral and written disclosure concerning the Funds will be substantially in accord with the form

 


and content of the Fund Sales Materials (as defined in Section 8 below). AIM agrees that it will not use written materials other than the Fund Sales Materials without the prior written consent of DBCS.

 

(6) For Marketing the Funds, DBCS will pay to AIM an annual fee (“ Annual Fee ”) calculated based upon the average amount of the daily net assets of all of the Funds during each calendar year in calculated U.S. dollars (the “ Total Net Assets ”). The Annual Fee is calculated as follows:

 

 

a)

Ten basis points (0.10%) per annum (which is 0.025% per quarter) on the first $3 billion of the Total Net Assets;

 

 

b)

twelve basis points (0.12%) per annum (which is 0.03% per quarter) on the next $2 billion of Total Net Assets ( i.e . the amount of Total Nets Assets above $3 billion but below $5 billion); and

 

 

c)

fifteen basis points (0.15%) per annum (which is 0.375% per quarter) on the Total Net Assets in excess of $5 billion.

 

The Annual Fee is to be paid quarterly in arrears and shall be calculated in the same manner and using the same procedures and conventions used to calculate the management fee paid to DBCS as described in each Fund’s prospectus, as it may be amended or supplemented from time to time, and prorated for partial quarters if this Agreement becomes effective on a date that is not the first day of a calendar quarter or is terminated on a day that is not the last day of a calendar quarter.

 

The payments to AIM under this Section 6 and any Break-Up Fee (as hereinafter defined in Exhibit B attached hereto) will not, in the aggregate, exceed 8.75% of the aggregate dollar amount of each offering (in a dollar amount equal to the amount disclosed on Exhibit C of the aggregate amount registered on the Registration Statement on Form S-1 in respect of each Trust). Exhibit C will be amended from time-to-time in the event that additional amounts of Shares are registered. Each Trust, on behalf of each Fund, will advise AIM if the payments described hereunder must be limited, when combined with selling commissions charged by other NASD members, in order to comply with the 10% limitation on total underwriters’ compensation pursuant to NASD Rule 2810.

 

(7) DBCS will furnish AIM, upon request and without charge, each Fund’s current prospectus, and copies of sales materials filed with the NASD by such Fund’s distributor (“ Fund Sales Materials ”) in such quantities as are reasonably requested by AIM.

 

(8) DBCS represents that it is a commodity pool operator properly registered with the Commodity Futures Trading Commission (“ CFTC ”) and a member in good standing of the National Futures Association (“ NFA ”). DBCS further represents that Fund Sales Materials provided to AIM by DBCS for use in AIM’s Marketing activities for the Funds will comply with all applicable rules and regulations and be filed by DBCS’s distributor with all applicable regulatory agencies, including the NASD’s Advertising Regulation Department. Further, DBCS agrees to indemnify AIM and hold AIM harmless from any losses, cl


 
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