AMERISTOCK ETF TRUST
DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement") made this 28th day of June,
2007, by and between Ameristock ETF Trust, a Delaware statutory trust (the
"Trust") having its principal place of business at 0000 Xxxxxx Xxx Xxxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, and ALPS Distributors, Inc., a Colorado
corporation (the "Distributor") having its principal place of business at 0000
Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000.
WHEREAS, the Trust is a registered open-end management investment company
organized as a series trust offering a number of portfolios of securities (each
a "Fund" and collectively the "Funds"), each investing primarily in U.S.
government securities selected to reflect the performance of a particular market
index, having filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form N-1A under the Securities Act of
1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Trust intends to create and redeem shares of beneficial
interest, par value $.001 per Share (the "Shares") of each Fund on a continuous
basis at their net asset value only in aggregations constituting a Creation
Unit, as such term is defined in the Registration Statement;
WHEREAS, the Shares of each Fund will be listed on the American Stock
Exchange (the "AMEX") and traded under the symbols set forth in Exhibit A,
attached hereto and incorporated herein by reference;
WHEREAS, the Trust desires to retain the Distributor to act as the
distributor with respect to the issuance and distribution of Creation Units of
Shares of each Fund, hold itself available to receive and process orders for
such Creation Units in the manner set forth in the Trust's Prospectus, and to
enter into arrangements with broker-dealers who may solicit purchases of Shares
and with broker-dealers and others to provide for servicing of shareholder
accounts and for distribution assistance, including broker-dealer and
shareholder support;
WHEREAS, the Distributor is a registered broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act") and a member of the
National Association of Securities Dealers ("NASD"); and
WHEREAS, the Distributor desires to provide the services described herein
to the Trust.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
herein contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints the Distributor as the exclusive
distributor for Creation Unit aggregations of Shares of each Fund listed in
Exhibit A hereto, as may be amended by the parties from time to time, on the
terms and for the period set forth in this Agreement and subject to the
registration requirements of the 1933 Act and of the laws governing the sale of
securities in the various states, and the Distributor hereby accepts such
appointment and agrees to act in such capacity hereunder.
2. Definitions. Wherever they are used herein, the following terms have the
following respective meanings:
a. "1940 Act" means the Investment Company Act of 1940 and the rules and
regulations thereunder as amended from time to time;
b. "Prospectus" means the Prospectus and Statement of Additional
Information constituting parts of the Registration Statement of the Trust under
the 1933 Act and the 1940 Act as such Prospectus and Statement of Additional
Information may be amended or supplemented and filed with the Commission from
time to time;
c. "Registration Statement" means the registration statement most recently
filed from time to time by the Trust with the Commission and effective under the
1933 Act and the 1940 Act, as such registration statement is amended by any
amendments thereto at the time in effect;
d. All capitalized terms used but not defined in this Agreement shall have
the meanings ascribed to such terms in the Registration Statement and the
Prospectus.
3. Duties of the Distributor.
(a) The Trust grants to the Distributor the exclusive right to receive all
orders for purchases and redemptions of Creation Units of each Fund from DTC
Participants which have executed a Participant Agreement ("Authorized
Participants") and to transmit such orders to the Trust in accordance with the
Registration Statement and Prospectus; provided, however, that nothing herein
shall affect or limit the right and ability of the Trust to accept Deposit
Securities and related Cash Components through or outside the Clearing Process,
and as provided in and in accordance with the Registration Statement and
Prospectus. The Trust acknowledges that the Distributor shall not be obligated
to accept any certain number of orders for Creation Units and nothing herein
shall prevent the Distributor from entering into like distribution arrangements
with other investment companies.
(b) The Distributor agrees to act as agent of the Trust with respect to
the continuous distribution of Creation Units of each Fund as set forth in the
Registration Statement and in accordance with the provisions thereof. The
Distributor further agrees as follows: (a) the Distributor shall enter into
Participant Agreements between and among Authorized Participants, the
Distributor and the Transfer Agent in accordance with the Registration Statement
and Prospectus; (b) the Distributor shall generate and transmit confirmations of
Creation Unit purchase order acceptances to the purchaser; (c) the Distributor
shall deliver copies of the prospectus, included in the Registration Statement,
to purchasers of such Creation Units and upon request the Statement of
Additional Information; and (d) the Distributor shall maintain telephonic,
facsimile and/or access to direct computer communications links with the
Transfer Agent.
(c) (i) The Distributor agrees to use all reasonable efforts, consistent
with its
other business, to facilitate the purchase of Creation Units through Authorized
Participants in accordance with the procedures set forth in the Prospectus and
the Participant Agreement.
(ii) The Distributor shall, at its own expense, execute selected or
soliciting dealer participant agreements ("Participant Agreements") with
registered broker-dealers and other eligible entities providing for the purchase
of Creation Units of Shares of the Funds and related promotional activities, in
the forms as approved by the Board of Trustees of the Trust. The Trust shall not
furnish or cause to be furnished to any person or display or publish any
information or materials relating to the Funds (including, without limitation,
promotional materials and sales literature, advertisements, press releases,
announcements, statements, posters, signs or other similar material), except
such information and materials that have been approved in writing by the
Distributor. Furthermore, the Distributor shall review all advertising, sales,
marketing and promotional materials of the Funds for approval and, if required,
file such materials with the NASD.
(d) The Distributor agrees to administer on behalf of the Trust any
distribution plan under Rule 12b-l of the 1940 Act ("Distribution Plan"), if and
when such plan is adopted by the Trust. The Distributor shall, at its own
expense, set up and maintain a system of recording and payments for fees and
reimbursement of expenses disseminated in connection with any such Distribution
Plan, and shall, pursuant to the 1940 Act, report such payment activity under
such Distribution Plan to the Trust at least quarterly.
(e) All activities by the Distributor and its agents and employees which
are primarily intended to result in the sale of Creation Units shall comply with
the Registration Statement and Prospectus, the instructions of the Board of
Trustees of the Trust and all applicable laws, rules and regulations including,
without limitation, all rules and regulations made or adopted pursuant to the
1940 Act by the Commission or any securities association registered under the
1934 Act, including the NASD and AMEX.
(f) Except as otherwise noted in the Registration Statement and
Prospectus, the offering price for all Creation Units of Shares will be the
aggregate net asset value of the Shares per Creation Unit of the relevant Fund,
as determined in the manner described in the Registration Statement and
Prospectus.
(g) If and whenever the determination of net asset value is suspended and
until such suspension is terminated, no further orders for Creation Units will
be processed by the Distributor except such unconditional orders as may have
been placed with the Distributor before it had knowledge of the suspension. In
addition, the Trust reserves the right to suspend sales and Distributor's
authority to process orders for Creation Units on behalf of the Trust, upon due
notice to the Distributor, if, in the judgment of the Trust, it is in the best
interests of the Trust to do so. Suspension will continue for such period as may
be determined by the Trust.
(h) The Distributor is not authorized by the Trust to give any information
or to make any representations other than those contained in the Registration
Statement or Prospectus or contained in shareholder reports or other material
that may be prepared by or on behalf of the Trust for the Distributor's use. The
Distributor shall be entitled to rely on and shall not be responsible in any way
for information provided to it by the Trust and its respective service
providers and shall not be liable or responsible for the errors and omissions of
such service providers, provided that the foregoing shall not be construed to
protect the Distributor against any liability to the Trust or the Trust's
shareholders to which the Distributor would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement.
(i) The Board of Trustees shall approve the form of any Participant
Agreement to be entered into by the Distributor.
(j) At the request of the Trust, the Distributor shall enter into
agreements in the form specified by the Trust (each a "Participant Agreement")
with participants in the system for book-entry of The Depository Trust Company
and the NSCC as described in the Prospectus.
(k) The Distributor shall ensure that all direct requests for
Prospectuses, Statements of Additional of Information and periodic fund reports,
as applicable, are fulfilled. In addition, the Distributor shall arrange to
provide AMEX (and any other national stock exchange on which the Shares may be
listed) with copies of Prospectuses and "Product Descriptions" given to
secondary market purchasers in lieu of the Prospectus to be provided to
purchasers in the secondary market. The Distributor will generally make it known
in the brokerage community that prospectuses and statements of additional
information are available, including by (i) advising AMEX on behalf of its
member firms of the same, (ii) ensuring that such disclosure is included in all
marketing and advertising materials relating to the Funds that is reviewed by
the Distributor, and (iii) as may otherwise be required by the Commission.
(l) The Distributor agrees to make available, at the Trust's request, one
or more members of its staff to attend Board meetings of the Trust in order to
provide information with regard to the ongoing distribution process and for such
other purposes as may be requested by the Board of Trustees of the Trust.
(m) The Distributor shall review all sales and marketing materials for
compliance with applicable laws and conditions of any applicable exemptive
order, and file such materials with the NASD when necessary or appropriate. All
such sales and marketing materials must be approved, in writing, by the
Distributor prior to use.
4. Duties of the Trust.
(a) The Trust agrees to issue Creation Unit aggregations of Shares of each
Fund and to request The Depository Trust Company to record on its books the
ownership of such Shares in accordance with the book-entry system procedures
described in the Prospectus in such amounts as the Distributor has requested
through the Transfer Agent in writing or other means of data transmission, as
promptly as practicable after receipt by the Trust of the requisite Deposit
Securities and Cash Component (together with any fees) and acceptance of such
order, upon the terms described in the Registration Statement. The Trust may
reject any order for Creation Units or stop all receipts of such orders at any
time upon reasonable notice to the Distributor, in accordance with the
provisions of the Prospectus.
(b) The Trust agrees that it will take all action necessary to register an
indefinite number of Shares under the 1933 Act. The Trust will make available to
the Distributor such
number of copies of its then currently effective Prospectus as the Distributor
may reasonably request. The Trust will furnish to the Distributor copies of all
information, financial statements and other papers, which the Distributor may
reasonably request for use in connection with the distribution of Creation
Units. The Trust shall keep the Distributor informed of the jurisdictions in
which Shares of the Trust are authorized for sale and shall promptly notify the
Distributor of any change in this information. The Distributor shall not be
liable for damages resulting from the sale of Shares in authorized jurisdictions
where the Distributor had no information from the Trust that such sale or sales
were unauthorized at the time of such sale or sales.
(c) The Trust represents to the Distributor that the Registration
Statement and Prospectus filed by the Trust with the Commission with respect to
the Trust have been prepared in conformity with the requirements of the 1933
Act, the 1940 Act and the rules and regulations of the Commission, except with
respect to information included or omitted in reliance upon and in conformity
with information furnished to the Trust by or on behalf of the Distributor. The
Trust will notify the Distributor promptly of any amendment to the Registration
Statement or supplement to the Prospectus and any stop order suspending the
effectiveness of the Registration Statement.
5. Fees and Expenses.
(a) The Distributor will be compensated pursuant to the Letter Agreement
dated June 1, 2007 between the Distributor and Ameristock Corporation (the
"Adviser"), and attached to this Agreement. The Trust will, with respect to each
Fund, pay to the Distributor all fees and expenses pursuant to the terms of any
Distribution Plan in effect for each respective Fund.
(b) The Distributor will bear the following costs and expenses relating to
the distribution of Creation Units of the Funds: (a) the costs of processing and
maintaining records of creations of Creation Units; (b) the costs of maintaining
the records required of a broker-dealer registered under the 1934 Act; (c) the
expenses of maintaining its registration or qualification as a dealer or broker
under federal or state laws; and (d) all other expenses incurred in connection
with the distribution services contemplated herein, except as specifically
provided in this Agreement.
6. Indemnification.
(a) The Trust agrees to indemnify and hold harmless the Distributor and
each of the directors, officers, agents and employees and any person who
controls the Distributor within the meaning of Section 15 of the 1933 Act (any
of the Distributor, their officers, agents, employees and directors or such
control persons, for purposes of this paragraph, an "Indemnitee") against any
loss, liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith) arising
out of or based upon the claim that the Registration Statement, Prospectus,
shareholder reports or other information filed or made public by the Trust (as
from time to time amended) included an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein (and in the case of the Prospectus, in
light of the circumstances under which they were made) not misleading under the
1933 Act, or any other statute or the common law. However, the Trust
does not agree to indemnify the Distributor or hold it harmless to the extent
that the statement or omission was made in reliance upon, and in conformity with
information furnished to the Trust by or on behalf of the Distributor. The Trust
will also not indemnify any Indemnitee with respect to any untrue statement or
omission made in the Registration Statement or Prospectus that is subsequently
corrected in such document (or an amendment thereof or supplement thereto) if a
copy of the Prospectus (or such amendment or supplement) was not sent or given
to the person asserting any such loss, liability, claim, damage or expense at or
before the written confirmation to such person in any case where such delivery
is required by the 1933 Act and the Trust had notified the Distributor of the
amendment or supplement prior to the sending of the confirmation. In no case (i)
is the indemnity of the Trust in favor of any Indemnitee to be deemed to protect
the Indemnitee against any liability to the Trust or its shareholders to which
the Indemnitee would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or (ii)
is the Trust to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against any Indemnitee unless the
Indemnitee shall have notified the Trust in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon Indemnitee
(or after Indemnitee shall have received notice of service on any designated
agent). However, failure to notify the Trust of any claim shall not relieve the
Trust from any liability which it may have to any Indemnitee against whom such
action is brought otherwise than on account of its indemnity agreement contained
in this paragraph. The Trust shall be entitled to participate at its own expense
in the defense, or, if it so elects, to assume the defense of any suit brought
to enforce any claims, but if the Trust elects to assume the defense, the
defense shall be conducted by counsel chosen by it and satisfactory to
Indemnitee, defendant or defendants in the suit. In the event the Trust elects
to assume the defense of any suit and retain counsel, Indemnitee, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them. If the Trust does not elect to assume the defense of
any suit, it will reimburse the Indemnitee, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them. The Trust
agrees to notify the Distributor promptly of the commencement of any litigation
or proceedings against it or any of its officers or trustees in connection with
the issuance or sale of any of the Creation Units or the Shares.
(b) The Distributor agrees to indemnify and hold harmless the Trust and
each of its Trustees and officers and any person who controls the Trust within
the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the
Trust and each of its Trustees and officers and its controlling persons are
collectively referred to as the "Trust Affiliates") against any loss, liability,
claim, damages or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages or expense and reasonable
counsel fees incurred in connection therewith) which the Trust Affiliate may
incur under the 1933 Act or any other statute or common law, but only to the
extent that such loss, liability, claim, damages or expense shall arise out of
or be based upon (i) the allegation of any wrongful act or wrongful failure to
act of the Distributor or any of its employees or (ii) allegation that the
Registration Statement, Prospectus, shareholder reports or other information
filed or made public by the Trust (as from time to time amended) included an
untrue statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Trust by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor of any
Trust Affiliate to be deemed to protect any Trust
Affiliate against any liability to the Trust or its security holders to which
such Trust Affiliate would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against any Trust
Affiliate unless the Trust Affiliate shall have notified the Distributor in
writing of the claim within a reasonable time after the summons or the first
written notification giving information of the nature of the claim shall have
been served upon the Trust Affiliate (or after the Trust Affiliate shall have
received notice of service on any designated agent). However, failure to notify
the Distributor of any claim shall not relieve the Distributor from any
liability which it may have to the Trust Affiliate against whom the action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Distributor shall be entitled to participate at its own expense
in the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by it and satisfactory to the
Trust, its officers and Board and to any controlling person or persons,
defendant or defendants in the suit. In the event that Distributor elects to
assume the defense of any suit and retain counsel, the Trust or controlling
person or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them. If the Distributor does not
elect to assume the defense of any suit, it will reimburse the Trust, its
officers and Board or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by them.
The Distributor agrees to notify the Trust promptly of the commencement of any
litigation or proceedings against it in connection with the issuance and sale of
any of the shares.
(c) No indemnified party shall settle any claim against it for which it
intends to seek indemnification from the indemnifying party, under the terms of
section 6(a) or 6(b) above, without the prior written notice to and consent from
the indemnifying party, which consent shall not be unreasonably withheld. No
indemnified or indemnifying party shall settle any claim unless the settlement
contains a full release of liability with respect to the other party in respect
of such action. This section 6 shall survive the termination of this Agreement.
7. Representations.
(a) The Distributor represents and warrants that (i) it is duly organized
as a Colorado corporation and is and at all times will remain duly authorized
and licensed to carry out its services as contemplated herein; (ii) the
execution, delivery and performance of this Agreement are within its power and
have been duly authorized by all necessary action; and (iii) its entering into
this Agreement or providing the services contemplated hereby does not conflict
with or constitute a default or require a consent under or breach of any
provision of any agreement or document to which the Distributor is a party or by
which it is bound and (iv) it is registered as a broker-dealer under the 1934
Act and is a member of the NASD.
(b) The Distributor represents and warrants that: (i) it understands that
pursuant to various U.S. regulations, it is required to establish an anti-money
laundering program, which satisfies the requirements of Title III of the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (the "USA Patriot Act"); (ii) it has
developed, implemented, and will maintain such an anti-money laundering
program and will comply with all applicable laws and regulations designed to
guard against money laundering activities set out in such program; (iii) it will
allow for appropriate regulators to examine its anti-money laundering books and
records; and (iv) it will perform all obligations required under applicable
anti-money laundering requirements with respect to all Authorized Participants
and persons seeking to become Authorized Participants.
(c) The Distributor represents and warrants that it has procedures in
place reasonably designed to protect the privacy of non-public personal
consumer/customer financial information to the extent required by applicable
law, rule and regulation.
(d) The Trust represents and warrants that (i) it is duly organized as a
Delaware statutory trust and is and at all times will remain duly authorized to
carry out its obligations as contemplated herein; (ii) it is registered as an
investment company under the 1940 Act; (iii) the execution, delivery and
performance of this Agreement are within its power and have been duly authorized
by all necessary action; and (iv) its entering into this Agreement does not
conflict with or constitute a default or require a consent under or breach of
any provision of any agreement or document to which the Trust is a party or by
which it is bound.
8. Duration. Termination and Amendment.
(a) This Agreement shall be effective on June 28, 2007, and unless
terminated as provided herein, shall continue for two years from its effective
date, and thereafter from year to year, provided such continuance is approved
annually by the vote of a majority of the Board of Trustees, and by the vote of
those Trustees who are not "interested persons" of the Trust (the "Independent
Trustees") and if a Distribution Plan is in effect, by the vote of those
Trustees who are not "interested persons" of the Trust and who are not parties
to such Distribution Plan or this Agreement and have no financial interest in
the operation of such Distribution Plan or in any agreements related to such
Distribution Plan, cast in person at a meeting called for the purpose of voting
on the approval. This Agreement may be terminated at any time, without the
payment of any penalty, as to each Fund (i) by vote of a majority of the
Independent Trustees or (ii) by vote of a majority (as defined in the 0000 Xxx)
of the outstanding voting securities of the Fund, on at least sixty (60) days
prior written notice to the Distributor. In addition, this Agreement may be
terminated at any time by the Distributor upon at least sixty (60) days prior
written notice to the Trust. This Agreement shall automatically terminate in the
event of its assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in the 1940
Act.
(b) During such period as the Distributor receives compensation pursuant
to a Distribution Plan, and this Agreement constitutes a 12b-l plan related
agreement, (i) any material amendment to this Agreement requires the approval
provided for in paragraph (a) with respect to annual renewals of this Agreement,
and (ii) any amendment that materially increases the amount to be spent for
distribution services requires the additional approval of the majority of the
Trust's outstanding voting securities (as defined in the 0000 Xxx) of each
affected Fund.
(c) No provision of this Agreement may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which
an enforcement of the change, waiver, discharge or termination is sought.
9. Notice. Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other):
if to the Distributor:
ALPS Distributors, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn.: General Counsel
fax: 000.000.0000
if to the Trust:
Ameristock ETF Trust
0000 Xxxxxx Xxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attn.: President
fax: 000.000.0000
10. Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Colorado, without giving effect to the
choice of laws provisions thereof.
11. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
12. Severability. If any provisions of this Agreement shall be held or made
invalid, in whole or in part, then the other provisions of this Agreement shall
remain in force. Invalid provisions shall, in accordance with this Agreement's
intent and purpose, be amended, to the extent legally possible, by valid
provisions in order to effectuate the intended results of the invalid
provisions.
13. Insurance. The Distributor will maintain at its expense an errors and
omissions insurance policy which covers services by the Distributor hereunder.
14. Segregation of Fees and Expenses. Amounts paid by each Fund to the
Distributor under any Distribution Plan hereafter adopted by the Trust for
distribution related services or shareholder services shall not be used to pay
for the distribution of Shares of, or shareholder servicing in respect of, any
other Fund. However, fees under a Distribution Plan attributable to the Trust as
a whole shall be allocated to each Fund according to the method adopted by the
Trust's Board of Trustees. Fees attributable to the Trust as a whole shall
include any amounts payable under a Distribution Plan to the Distributor for its
services rendered hereunder. The Distributor's allocation of such Distribution
Plan fees shall be subject to review by the Trust's Board of Trustees.
15. Confidentiality. During the term of this Agreement, the Distributor and the
Trust may
have access to confidential information relating to such matters as either
party's business, trade secrets, systems, procedures, manuals, products,
contracts, personnel, and clients. As used in this Agreement, "Confidential
Information" means information belonging to one of the parties which is of value
to such party and the disclosure of which could result in a competitive or other
disadvantage to such party. Confidential Information includes, without
limitation, financial information, proposal and presentations, reports,
forecasts, inventions, improvements and other intellectual property; trade
secrets; know-how; designs, processes or formulae; software; market or sales
information or plans; customer lists; and business plans, prospects and
opportunities (such as possible acquisitions or dispositions of businesses or
facilities). Confidential Information includes information developed by either
party in the course of engaging in the activities provided for in this
Agreement, unless: (i) the information is or becomes publicly known through
lawful means; (ii) the information is disclosed to the other party without a
confidential restriction by a third party who rightfully possesses the
information and did not obtain it, either directly or indirectly, from one of
the parties, as the case may be, or any of their respective principals,
employees, affiliated persons, or affiliated entities. The parties understand
and agree that all Confidential Information shall be kept confidential by the
other both during and after the term of this Agreement. The parties further
agree that they will not, without the prior written approval by the other party,
disclose such Confidential Information, or use such Confidential Information in
any way, either during the term of this Agreement or at any time thereafter,
except as required in the course of this Agreement (including as required to
effectuate purchases and redemptions of Creation Units and Fund Shares) or as
required by law.
16. Limitation of Liability. The execution and delivery of this Agreement have
been authorized by the Trustees of the Trust and signed by an officer of the
Trust, acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Trust as provided in its Declaration
of Trust. The Distributor understands that the rights and obligations of each
series of shares of the Trust under the Declaration of Trust are separate and
distinct from those of any and all other series.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers designated below as of the date first set forth above.
AMERISTOCK ETF TRUST
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: President & Treasurer
ALPS DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
EXHIBIT A
Name of Fund Trading Symbol
------------ --------------
Ameristock/Xxxx 1-Year Treasury Fund GKA
Ameristock/Xxxx 2-Year Treasury Fund GKB
Ameristock/Xxxx 5-Year Treasury Fund GKC
Ameristock/Xxxx 10-Year Treasury Fund GKD
Ameristock/Xxxx 20-Year Treasury Fund GKE
