UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 3, 2022
UNITED STATES GASOLINE FUND, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-33975 | 20-8837263 |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
1850 Mt. Diablo Boulevard, Suite 640
Walnut Creek, California 94596
(Address of principal executive offices) (Zip Code)
(510) 522-9600
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered: | ||
| Shares of United States Gasoline Fund, LP | UGA | NYSE Arca, Inc. | ||
Item 1.01 Entry into a Material Definitive Agreement.
On October 1, 2022, United States Gasoline Fund, LP (the “Registrant”), United States Commodity Funds LLC (“USCF”), the general partner of the Registrant and ALPS Distributors, Inc. (“ALPS”), entered into Amendment 4 to the Marketing Agent Agreement (the “Amendment”). Pursuant to the Marketing Agent Agreement, USCF pays ALPS a marketing agent fee for distribution-related services in connection with the offering of the shares of the Registrant. The Amendment revises and clarifies the scope of services that ALPS will perform with respect to the shares of the Registrant and reduces the annual fee that USCF will pay to ALPS for such services.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.13 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED STATES GASOLINE FUND, LP | |||
| By: | United States Commodity Funds LLC, its general partner | ||
| Date: | October 3, 2022 | By: | /s/ John P. Love |
| Name: | John P. Love | ||
| Title: | President and Chief Executive Officer, and Management Director | ||
AMENDMENT 4
This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of October 1, 2022 (the “Effective Date”):
| Term | Means |
| “Existing Agreement” | The Marketing Agent Agreement among ALPS, the General Partner and the Fund dated as of February 15, 2008, as amended |
| “ALPS” | ALPS Distributors, Inc. |
| “General Partner” | United States Commodity Funds LLC |
| “Fund” | United States Gasoline Fund, LP |
Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.
| ALPS DISTRIBUTORS, INC. | UNITED STATES COMMODITY FUNDS LLC | |||
| By: | /s/ Stephen Kyllo | By: | /s/ John P. Love | |
| Name: | Stephen Kyllo | Name: | John P. Love | |
| Title: | SVP & Director | Title: | President & CEO | |
| UNITED STATES GASOLINE FUND, LP, BY UNITED STATES COMMODITY FUNDS LLC AS GENERAL PARTNER |
By: |
/s/ John P. Love |
Name: |
John P. Love |
Title: |
President & CEO |
Marketing Agent Agreement Amendment 4
Schedule A to this Amendment
Amendments
Effective as of Effective Date, the Existing Agreement is amended as follows:
| 1. | The following shall be added to the end of Section 4.1: |
“In carrying out its duties and obligations pursuant to this Agreement, some or all services may be delegated by Marketing Agent to one or more of its affiliates or other Persons (and any required Fund and/or General Partner consent to such delegation shall not be unreasonably revoked or withheld in respect of any such delegations), provided that such affiliates or other Persons are selected in good faith and with reasonable care and are monitored by Marketing Agent. If Marketing Agent delegates any services, (i) such delegation shall not relieve Marketing Agent of its duties and obligations hereunder, and (ii) if required by applicable Law, Marketing Agent will identify such agents and the services delegated and will update Fund and/or General Partner when making any material changes in sufficient detail to enable Fund and/or General Partner to object to a particular arrangement.”
| 2. | Section 4.3 of the Existing Agreement shall be deleted in its entirety and replaced with the following new Section 4.3: |
“4.3 Marketing Agent Fee. The Marketing Agent shall be paid by the General Partner for the services of the Marketing Agent as marketing agent to the Fund hereunder, a fee for its services, calculated daily and payable monthly, as follows (the “Fee”): 2.5 basis points of the Fund’s total net assets.
The General Partner shall reimburse Marketing Agent for all associated expenses with respect to the performance of Marketing Agent services performed hereunder, including the cost of placing advertisements in various periodicals; web construction and development; and the printing and production of various marketing materials.”
| 3. | Exhibit C of the Existing Agreement shall be deleted in its entirety and replaced with the following new Exhibit C attached hereto. |
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EXHIBIT C
SCHEDULE OF SERVICES
With respect to the provision of Marketing Agent Support Services, Marketing Agent shall perform the following:
| · | Fund call center support |
Capital Markets:
| · | Answer questions from Market Makers (“MMs”) regarding portfolio holdings, portfolio trading clarity and Net Asset Value pricing |
| · | Coordinate MM block trades with designated Authorized Participants for creations/redemptions |
| · | Coordinate trades with Lead Market Makers (“LMMs”) or other MMs for large trades or tighter pricing strategies |
| · | Distribute marketing material to MMs who in turn can distribute to interested clients |
| · | Handle settlement issues between custodian and Authorized Participants and MMs |
| · | Coordinate with Marketing Agent’s designated web team with respect to website and MM holdings file support |
| · | Coordinate with the Marketing Agent’s order desk regarding creation and redemption orders |
Marketing Agent Operations:
| · | Maintain and supervise FINRA registrations for licensed individuals |
| o | Coordinate Continuing Education requirements |
| o | Administer & maintain required filings/licenses with FINRA |
| · | Provide Fund advertising and sales literature review, approval and record maintenance of online submission, review/approval and real-time status updates through SS&C Advertising Review Portal |
| o | File required materials with FINRA |
| o | Provide advertising regulatory and disclosure guidance |
| o | Consult and support client’s marketing model and strategy |
| · | Exchange-Traded Product Order Processing Oversight |
| · | Intermediary/AP Services |
| o | Due Diligence and Oversight Services |
| o | Facilitate document delivery and communicate announcements |
| o | AP Agreement Retention – Online access provided via the Client Portal |
Creative Services:
Brand Management, Design, Graphic Production, Web Development, Maintenance & Hosting. Marketing Agent or its designee will provide design, development, maintenance and hosting for the website, along with the design and production of marketing materials and brand management, on behalf of the General Partner and/or the Funds. The design, development and production of web and marketing materials are based on content provided by General Partner and brand guidelines as created by Marketing Agent or its designee, as approved by the General Partner. Marketing Agent or its designee will work closely with General Partner to ensure messaging and layout is approved for all projects. Project completion will be based on the receipt of required content from General Partner and its Fund Accountant, and approvals by General Partner.
Design and Graphic Production – Project Scope to Include
| · | Design and production of materials, to include: |
| o | Collateral |
| o | Marketing Materials (digital and print) |
| o | Presentation Decks |
| o | Advertisements |
| o | Regulatory report covers |
| · | Email Blasts |
| o | Design, HTML Development and Distribution (distribution lists to be managed and provided by the General Partner) |
| o | Report monthly results to the General Partner’s Chief Marketing Officer |
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Web Design, Development and Maintenance – Project Scope to Include
| · | Fully customizable site (additional hours and fees may apply to project scope changes and development as agreed upon, in writing, by Marketing Agent or its designee and the General Partner) |
| · | Maintenance and Hosting of website |
| · | All content and data to be reviewed/provided and approved by General Partner to Marketing Agent or its designee |
| · | Screen shots of edits will be provided to General Partner for review and approval before being assisted by the Creative Services team to initiate the needed compliance review (if applicable) and approval process |
SSL Certificate – Secured Website Project Scope
| · | As the domain owner, to facilitate and place an SSL certificate for the URL/Fund website and required server updates, General Partner will be responsible as communicated by Marketing Agent or its designee to complete domain process for the renewal of the certificate |
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Schedule B to this Amendment
General Terms
| 1. | Capitalized terms not defined herein shall have the meanings given to them in the Existing Agreement. |
| 2. | The Parties’ duties and obligations are governed by and limited to the express terms and conditions of this Amendment, and shall not be modified, supplemented, amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party. This Amendment (including any attachments, schedules and addenda hereto), along with the Existing Agreement, as amended, contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect thereto. |
| 3. | This Amendment may be executed in counterparts, each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures may be exchanged via facsimile or electronic mail and signatures so exchanged shall be binding to the same extent as if original signatures were exchanged. |
| 4. | This Amendment and any dispute or claim arising out of or in connection with it, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the same jurisdiction as the Existing Agreement. |
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