SUBLICENSE AGREEMENT
This Sublicense Agreement (the "AGREEMENT") is entered into as of
August 16 2006, by and between Claymore Advisors, LLC, a Delaware limited
liability company with offices at 0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx, XX 00000
(the "ADVISER"), and Claymore Exchange-Traded Fund Trust 2 (the "LICENSEE").
WHEREAS, the Adviser, through licenses with index providers (each an
"INDEX PROVIDER"), has the right to license the indexes, trademarks and service
marks (the "INDEXES AND MARKS") listed in Schedule A, for use in connection with
the exchange-traded fund products listed in Exhibit A (the "PRODUCTS"); and
further
WHEREAS, Licensee desires to use the Indexes and Marks in connection
with the distribution of the Products and the Adviser is willing to grant
Licensee a license for such use.
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, and for good and valuable consideration set
forth in the Agreement, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. GRANT OF LICENSE. The Adviser grants Licensee a non-exclusive,
non-transferable right and license to use and refer to the Indexes and Marks in
connection with the creation, issuance, trading and marketing of the Products
pursuant to the terms and conditions of this Agreement.
2. OWNERSHIP AND VALIDITY. Licensee acknowledges Index Providers'
ownership of the entire right, title and interest in and to the Indexes and
Marks and Licensee's use shall inure to the sole benefit of the applicable Index
Provider.
3. OBLIGATION. Licensee acknowledges that it has received and read a
copy of the License Agreement and agreed to be bound by the provisions thereto
other than the obligations to pay fees, which shall be paid by the Adviser.
4. TERM. This Agreement shall become effective upon the execution of
this Agreement by both parties and remain in effect unless terminated by either
party as provided herein.
5. TERMINATION. Licensee may terminate this Agreement upon sixty (60)
days' prior written notice to the Adviser. The Adviser may terminate this
Agreement upon sixty (60) days' prior written notice to Licensee or immediately
upon Licensee's breach of this Agreement.
6. ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement and
the understanding between the parties. No modification or amendment of this
Agreement shall be valid or binding unless made in writing and signed on behalf
of the parties by their duly authorized officers or representatives.
7. EXECUTION. This Agreement may be executed simultaneously with any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
8. GENERAL PROVISIONS.
(a) A party may not assign this Agreement and/or any of its rights
and/or obligations hereunder, except to an affiliate or successor in interest,
without the prior written consent of the other party, and any attempted
assignment by a party requiring the consent of the other party which is made by
the assigning party without the other party's prior consent shall be null and
void.
(b) No change in, addition to or waiver of any of the provisions of
this Agreement shall be binding upon either party unless in writing signed by an
authorized representative of such party. No waiver by either party of any breach
by the other party of any of the provisions of this Agreement shall be construed
as a waiver of that or any other provision on any other occasion.
(c) It is expressly acknowledged and agreed that the obligations of the
Trust hereunder shall not be binding upon any of the shareholders, Trustees,
officers, employees or agents of the Trust, personally, but shall bind only the
trust property of the Trust, as provided in its Declaration of Trust. 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.
(d) This Agreement shall be governed by, and construed and interpreted
in accordance with, the laws of the State of New York, without regard to its
conflict of law provisions.
(e) In the event any one or more of the provisions of this Agreement
shall be determined by a court of competent jurisdiction to be invalid, illegal
or unenforceable, the remaining provisions of this Agreement shall remain in
effect and the Agreement shall be read as though the offending provision had not
been written or as the provision shall be determined by such court to be read.
IN WITNESS WHEREOF, the Adviser and Licensee have caused this Agreement
to be duly executed on their behalf in the manner legally binding upon them.
CLAYMORE ADVISORS, LLC
Signature: _________________________
By:
Title:
CLAYMORE EXCHANGE-TRADED FUND TRUST 2
Signature: __________________________
By;
Title:
EXHIBIT A
NAME OF SERIES
Claymore/Robeco Developed International Equity ETF
Claymore/Robeco Developed World Equity ETF
SCHEDULE A
