Exhibit 10.6


INDEX PRODUCT LICENSE AGREEMENT


          This
Product License Agreement (“PLA”), entered into pursuant to Section 1.2 of that
certain August 23, 2010 Morningstar Master License Agreement (“Master
Agreement”) by and between Morningstar, Inc. (“Licensor”) and Van Eck
Associates Corporation(“Licensee”), the terms of which Master Agreement are
incorporated herein in their entirety by reference to form the agreement
(“Agreement”) between Licensor and Licensee with respect to the below-defined
Products, is executed and effective as of this 16th day of April
2012 (“PLA Effective Date”). In the event the Master Agreement expires or
terminates for any reason, this Agreement shall automatically terminate and,
except as provided herein or in the Master Agreement, all rights and
obligations of the parties hereunder shall simultaneously terminate. 


          Licensor
and Licensee agree, as follows: 


	
 

	
 


	
1.

	
Limited License. Licensor hereby grants to
Licensee a nontransferable limited U.S.-only license to use: (a) the
Morningstar® Long/Flat Commodity IndexSM and (b) the Morningstar® Long/Short Commodity IndexSM (each, a “Product” and
together, the “Products”) as designated on Attachment A, a copy of which is
attached hereto and incorporated by reference, and created in accordance with
versions of the Rule Book listed in Section 7 below and such future versions
of the Rule Book as Licensor may subsequently implement from time to time at
its discretion; (b) those Licensor marks set forth in Section 8 (collectively,
the “Morningstar Marks”); and (c) the Licensor documentation, research and
materials in the field of Licensor’s index business that Licensor may furnish
to Licensee from time to time, including, without limitation, those materials
set forth in Section 7 (all such documentation, research and materials,
collectively, the “Intellectual Property”) all solely for the specific
purpose of Licensee using the Products to create a single Exchange Traded
Fund for each Product (each, an “ETF” and together, the “ETFs”). For purposes
of this PLA, an ETF is a pooled investment vehicle, fund, trust, investment
company or other similar product (i) that issues, sells, and redeems blocks
of shares, units, or similar interests and (ii) whose shares, units or
similar interests trade on national securities exchanges (such as the New
York Stock Exchange) or other secondary market facilities. Licensee intends
to use the Products in ETFs sponsored or advised by Licensee or an affiliate
of Licensee (each such ETF, hereafter, a “Licensee Product” and together, the
“Licensee Products”). Notwithstanding the foregoing and for the avoidance of
doubt, the parties acknowledge and agree that the ETFs may be marketed and
sold worldwide but that Licensor makes no warranty of non-infringement with
respect to the Products or the Intellectual Property other than with respect
to any U.S.-based intellectual property rights.  


	
 

	
 


	
2.

	
Licensee’s Product Commitments. If it has
not already done so, Licensee shall submit a registration statement for at
least one of the Licensee Products to one or more U.S. regulatory authorities
(e.g., the U.S. Securities and Exchange Commission) (each, a “Regulatory
Authority”) within sixty (60) days of the PLA 















	
 

	
 

	
 


	
 

	
Effective
Date and will make at least one of the Licensee Products available for sale
to investors in the U.S. within one hundred twenty (120) days of
effectiveness of such registration statement. Except as provided in this
Agreement, Licensee will have no obligation hereunder to create or maintain
the Licensee Products, nor will Licensee have an obligation to maintain any
particular level of assets in the Licensee Products. Licensee, in its sole
discretion, may determine to liquidate, dissolve, or otherwise discontinue
the Licensee Products; provided that Licensee’s obligations under this
Agreement including, without limitation, the obligation to pay the License
Fees for the Term (as defined below), will remain in full force and effect.


	
 

	
 

	
 


	
 

	
For purposes
of this PLA, the “Launch Date” shall be deemed to be the earlier of: (i) the
date that is one hundred eighty (180) days after the PLA Effective Date; or
(ii) the date on which the securities of the first Licensee Product are first
made available for sale to investors in the United States (the date referred to
in this clause (ii), the “Product Launch Date”). The first Licensee Product
sponsored or advised by Licensee or its affiliate as contemplated by this PLA
that is made available for sale to investors in the United States is referred
to herein as the “first Licensee Product” and the second Licensee Product
sponsored or advised by Licensee or its affiliate as contemplated by this PLA
made available for sale to investors in the United States following the first
Licensee Product is referred to herein as the “second Licensee Product”.


	
 

	
 

	
 


	
3.

	
Term. The initial term of this Agreement
(“Initial Term”) is three (3) years’ from the PLA Effective Date. After the
Initial Term, this Agreement will automatically renew for successive periods
of one (1) year each, unless either party provides the other party with
written notice of its intent not to renew no less than ninety (90) days prior
to the end of the term for which termination is sought. 


	
 

	
 

	
 


	
 

	
Notwithstanding
anything to the contrary herein, if, on or after the twelve-month anniversary
of the PLA Effective Date, Licensee determines that, due to legal or
regulatory reasons (including, without limitation, a prolongation in the time
required for a registration statement in respect of a Licensee Product to
become effective), it is not practicable to launch a Licensee Product,
Licensee shall have the right to terminate this Agreement upon at least 30
days’ prior written notice to Licensor.


	
 

	
 


	
4.

	
License Fees


	
 

	
The License
Fees payable by Licensee hereunder with respect to its use of the Products
shall begin to accrue as of the Launch Date. License Fees shall be paid
quarterly in arrears.


	
 

	
 


	
 

	
(a)

	
During each
year of the Initial Term or any extension thereof (collectively, the “Term”),
commencing on the Launch Date and ending on the date on which the securities
of the second Licensee Product are first made available for sale to investors
in the United States (at which point, for the 




2









	
 

	
 

	
 

	
 


	
 

	
 

	
avoidance of
doubt, the License Fees payable by Licensee shall be calculated as set forth
in Section 4(b) below), Licensee will be obligated to pay Licensor the
greater of (i) hundred and fifty thousand dollars ($150,000) and (ii) the
following variable fees, based on the total number of assets held in the
Licensee Products:


	
 

	
 

	
 

	
 


	
 

	
 

	
i)

	
Asset-Breakpoint
1: Licensee shall pay an annual fee equal to twenty percent (20%) of its
management fee as disclosed in the prospectus for the first Licensee Product
(the “First Management Fee”) on the average daily net assets of the first
Licensee Product during such quarter up to 1 billion USD; 


	
 

	
 

	
ii)

	
Asset-Breakpoint
2: Licensee shall pay an annual fee equal to seventeen-and-a-half percent
(17.5%) of the First Management Fee on the average daily net assets of the
first Licensee Product during such quarter of more than 1 billion USD up to a
maximum of 2 billion;


	
 

	
 

	
iii)

	
Asset
Breakpoint 3: Licensee shall pay an annual fee equal to fifteen percent (15%)
of the First Management Fee on the average daily net assets of the first
Licensee Product during such quarter of more than 2 billion USD up to a
maximum of 3 billion USD;


	
 

	
 

	
iv)

	
Asset
Breakpoint 4: Licensee shall pay an annual fee equal to twelve-and-a-half
percent (12.5%) of the First Management Fee on the average daily net assets
of the first Licensee Product during such quarter of more than 3 billion USD
up to a maximum of 4 billion USD; and


	
 

	
 

	
v)

	
Asset
Breakpoint 5: Licensee shall pay an annual fee equal to ten percent (10%) of
the First Management Fee on the average daily net assets of the first Licensee
Product during such quarter in excess of 4 billion USD.


	
 

	
 

	
 

	
 


	
 

	
(b)

	
During the
Term, commencing on the date on which the securities of the second Licensee
Product are first made available for sale to investors in the United States,
Licensee will be obligated to pay Licensor the greater of (i) two hundred
thousand dollars ($200,000) or (ii) the following variable fees: 


	
 

	
 

	
 


	
 

	
 

	
i)

	
Asset-Breakpoint
1: Licensee shall pay an annual fee equal to the sum of (x) twenty percent
(20%) of the First Management Fee on the average daily net assets of the
first Licensee Product during such quarter (the “First Product Net Asset
Calculation”) and (y) twenty percent (20%) of its management fee as disclosed
in the prospectus for the second Licensee Product (the “Second Management
Fee”) on the average daily net assets of the second Licensee Product during
such quarter (the “Second Product Net Asset Calculation”); provided, that the
sum of the assets of the First Licensee Product and the assets of the Second
Licensee Product is equal to or less than 1 billion USD;




3









	
 

	
 

	
 

	
 


	
 

	
 

	
ii)

	
Asset-Breakpoint
2: Licensee shall pay an annual fee equal to the sum of (x)
seventeen-and-a-half percent (17.5%) of the First Management Fee on the First
Product Net Asset Calculation and (y) seventeen-and-a-half percent (17.5%) of
the Second Management Fee on the Second Product Net Asset Calculation;
provided, that the sum of the assets of the First Licensee Product and the
assets of the Second Licensee Product is greater than 1 billion USD but less
than 2 billion USD; 


	
 

	
 

	
iii)

	
Asset
Breakpoint 3: Licensee shall pay an annual fee equal to the sum of (x)
fifteen percent (15%) of the Management Fee on the First Product Net Asset
Calculation and (y) fifteen percent (15%) of the Second Management Fee on the
Second Product Net Asset Calculation; provided, that the assets of the First
Licensee Product and the assets of the Second Licensee Product is greater
than 2 billion USD but less than 3 billion USD; 


	
 

	
 

	
iv)

	
Asset
Breakpoint 4: Licensee shall pay an annual fee equal to the sum of (x)
twelve-and-a-half percent (12.5%) of the First Management Fee on the First
Product Net Asset Calculation and (y) twelve-and-a-half percent (12.5%) of
the Second Management Fee on the Second Product Net Asset Calculation; provided,
that the sum of the assets of the First Licensee Product and the assets of
the Second Licensee Product is greater than 3 billion USD but less than 4
billion USD; and 


	
 

	
 

	
v)

	
Asset
Breakpoint 5: Licensee shall pay an annual fee equal to the sum of ten
percent (10%) of the First Management Fee on the First Product Net Asset
Calculation and (y) ten percent (10%) of the Second Management Fee on the
Second Product Net Asset Calculation; provided, that the sum of the assets of
the First Licensee Product and the assets of the Second Licensee Product is
greater than 4 billion USD. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Notwithstanding
anything to the contrary herein, Licensor shall reimburse Licensee 25% of the
fee minimum set forth in this Section 4 in the event that the first Licensee
Product is not launched within 180 days of the PLA Effective Date through no
fault of Licensee or its agents as long as the first Licensee Product is
launched within 12 months of the PLA Effective Date. 


	
 

	
 


	
5.

	
Exclusivity Period


	
 

	
Subject to
the terms and conditions contained in this PLA and the Agreement, Licensee
will have exclusive rights to use the Products and the Intellectual Property
in the United States in connection with the operation of the Licensee
Products beginning on the PLA Effective Date and continuing for a period of
one (1) year after the Launch Date of the relevant Licensee Product (the
“Initial Exclusivity Period”). During the Initial Exclusivity Period,
Licensor will not license the Products or a non-material derivation of the
Products in the United




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States to
any other party (other than Licensor’s affiliated companies) that intends to
list ETFs based upon the Products.


	
 

	
 

	
 

	
 


	
 

	
The Initial
Exclusivity Period may be extended for up to two (2) additional years’ time
if the total gross asset under management associated with the Licensee
Products meet the following hurdles on the following dates:


	
 

	
 

	
 

	
 


	
 

	
 

	
a)

	
500 million
USD on the first anniversary of the Product Launch Date of the first Licensee
Product; and 


	
 

	
 

	
b)

	
1 billion
USD on the second anniversary of the Product Launch Date of the first
Licensee Product. 


	
 

	
 

	
 

	
 


	
 

	
If (i)
Licensee fails to launch the first Licensee Product within 12 months of the
PLA Effective Date and/or (ii) Licensee fails to meet any of these AUM
hurdles as of the dates set forth above, Licensor will have the right at any
time thereafter to terminate Licensee’s exclusivity with respect to the
Products and Intellectual Property on at least thirty (30) days’ written
notice to Licensee and to continue to license the Products and Intellectual
Property to Licensee on a non-exclusive basis for the remainder of the Term.


	
 

	
 


	
 

	
If Licensee
launches the first Licensee Product in a timely manner as contemplated by
this PLA but fails to launch the second Licensee Product within 12 months of
the PLA Effective Date, Licensor will have the right to terminate Licensee’s
exclusivity with respect to the second Licensee Product on at least thirty
(30) days’ written notice to Licensee and Licensor shall continue to license
such Product and Intellectual Property to Licensee on a non-exclusive basis
for the remainder of the Term.


	
 

	
 


	
6.

	
Right of First Refusal


	
 

	
In the event
that a third party approaches Licensor after the PLA Effective Date through
the six-month period following the Launch Date of the first Licensee Product
and such third party has a bona fide interest in licensing the Product for
use in creating an investment vehicle for the European market, Licensor
agrees to provide Licensee with a right of first refusal to separately
license the Product to develop and market Licensee Products for the European
market. The licensing terms for this separate arrangement will not be
governed by this Agreement but will instead be negotiated separately pursuant
to a separate product license agreement under the Master License. In the
event of such bona fide third party interest within the above-referenced
six-month time period, Licensor will promptly notify Licensee and Licensee
will then have 14 days to respond to Licensor’s notice. In case Licensee
decides to exercise its right of first refusal hereunder, Licensor will
provide Licensee with an exclusive license to use the Product to develop and
market one or more Licensee Products for the European market for a time
period of at least 180 days from its launch of the first Licensee Product in
any European market; provided that Licensee follows the same registration
application and Licensee Product launch deadlines applicable to its




5









	
 

	
 


	
 

	
creation and
distribution of the first Licensee Product in the U.S; and provided further,
that any grant of exclusive license may, at Licensor’s discretion, except out
those third parties to whom Licensor had already been in discussions at the
time Licensee provided Licensor with notice of Licensee’s intent to exercise
its right of first refusal.


	
 

	
 


	
7.

	
Exchange & Specialist


	
 

	
To the
extent the Licensee Products are listed for trading on an exchange, Licensee
has the authority to decide the specialists and listing venues in the U.S.A
for the Licensee Products and will not require any further license from
Licensor to affect such listing. Licensor agrees to grant the exchanges
designated by Licensee no-fee licenses for the purpose of allowing such
exchanges in the U.S.A to list and facilitate trading in the Licensee
Products. In the event that Licensee desires to list one or more Licensee
Products for trading on an exchange outside of the United States, Licensee
may request in writing that Licensor allow such a listing. Licensor reserves
the right in its sole discretion to deny such request or to impose additional
conditions on Licensee in exchange for Licensor’s approval.


	
 

	
 


	
8.

	
Data Requirements


	
 

	
Licensor
will provide Licensee with the Products’ related data points (“Product Data”)
set forth in Attachment A on the time frames set forth therein. Licensee may
use these Product Data solely in connection with the operation, distribution
and marketing of the Licensee Products.


	
 

	
 


	
 

	
Licensor
will provide its real time pricing of the Products to external vendors and
Licensee as needed to price Licensee Products on an intra day basis and to
calculate an NAV on the Licensee Products. Licensor will share index
statistics and fundamental data (e.g. prices of underlying assets) with
Licensee for use in marketing of the Licensee Products, including for posting
on Licensee’s website.


	
 

	
 


	
9.

	
Multiple Exchange Listings


	
 

	
If
additional exchanges wish to trade the Licensee Products on a UTP (Unlisted
Trading Privilege) basis, Licensor will grant any necessary or applicable license(s)
and the parties will share any fees related to such licensing equally.


	
 

	
 


	
10.

	
Marketing Support


	
 

	
The parties
will work together in good faith to determine the amount and extent of any
marketing efforts to be performed by them.


	
 

	
 


	
11.

	
Intellectual Property


	
 

	
Licensee may
use and, subject to Licensor’s prior review and approval as more fully set
forth in the Master Agreement, distribute the following Intellectual Property
in conjunction with the Licensee Products:




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Morningstar
Methodology Rule Book 3.2 for Morningstar Commodity Indexes


	
 

	
 

	
 


	
 

	
 

	
Any
research, marketing or other related materials provided hereunder.


	
 

	
 

	
 


	
12.

	
Morningstar Marks


	
 

	
Subject to
Licensor’s prior review and approval, as more fully set forth in the Master
Agreement, Licensee may use the following Morningstar Marks in conjunction
with its marketing of the Licensee Products:


	
 

	
 

	
 


	
 

	
Morningstar®
Long/Flat Commodity IndexSM


	
 

	
Morningstar®
Long/Short Commodity IndexSM


	
 

	
 

	
 


	
13.

	
Calculation Obligations


	
          Licensor
or its agent(s) shall calculate and publicly disseminate to market data
vendors the value of each Product in a manner and as frequently as may be
required by rules and regulations of any applicable securities exchange (as
such rules and regulations may be amended from time to time) including,
without limitation, Rule 5.2 of NYSE Area Equity Rules.


	
 


	
The Licensee
Products will be named such that the Licensee name will precede that of the
Licensor. Licensee will not include any trademark designators (e.g., TM)
within the name of the Licensee Products.





          The
parties have caused their authorized representatives to execute this PLA as of
the PLA Effective Date. 


	
 

	
 

	
 

	
 

	
 


	
Licensor:

	
 

	
Licensee:


	
Morningstar,
Inc.

	
 

	
Van Eck
Associates Corporation


	
 

	
 

	
 

	
 

	
 


	
By:

	
/s/ SANJAY
ARYA

	
 

	
by:

	
/s/ Wu-Kwan
kit


	
 

	


	
 

	
 

	



	
 

	
SANJAY
ARYA

	
 

	
 

	
Wu-Kwan
kit


	
Title:

	
Senior Vice
President

	
 

	
Title:

	
Assistant
Vice President




7







ATTACHMENT A 


	
 

	
 


	
1)

	
The Products
for which Licensee is receiving a License hereunder is as follows: 


	
 

	
Morningstar®
Long/Flat Commodity IndexSM


	
 

	
Morningstar®
Long/Short Commodity IndexSM


	
 

	
 


	
2)

	
The Product
Data that will be provided to Licensee as part of this License are, as
follows: 








	
 

	
 

	
 

	
 

	
 


	
 

	
A)

	
One time
delivery: daily history of end-of- day Product values from the date of inception
of the Products


	
 

	
B)

	
On a daily basis: 


	
 

	
 

	
i.

	
 

	
A list of Components for
each of the Products;


	
 

	
 

	
ii.

	
 

	
End of day price of each
Component;


	
 

	
 

	
iii.

	
 

	
Divisor of the Product


	
 

	
 

	
iv.

	
 

	
End of Day Product Values


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Licensor will provide the
Product Data to Licensee via FTP.








	
 

	
 

	
 

	
 


	
3)

	
Licensor
will advise Licensee of: 


	
 

	
 

	
1.

	
 Changes in
Components; 


	
 

	
 

	
2.

	
 Changes to
the weightings of the Components 


	
 

	
 

	
3.

	
 Changes to
the divisor of the Product




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