AMERISTOCK ETF TRUST
SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Agreement") is made this 1st day of March,
2007, by and between Ameristock ETF Trust, a statutory trust organized and
existing under the laws of the State of Delaware (the "Trust") with its
principal place of business at 0000 Xxxxxx Xxx Xxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx 00000, and Ameristock Corporation (the "Sublicensor"), a corporation
organized and existing under the laws of the State of California with its
principal place of business also at 0000 Xxxxxx Xxx Xxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxxxx 00000.
WHEREAS, Sublicensor has entered into that certain Consulting Services and
Licensing Agreement with Xxxx XXX Advisors, LLC, Xxxx Holdings LLC and Xxxx XXX,
Inc. (Xxxx Holdings LLC and Xxxx XXX, Inc. are referred to herein collectively
as the "Index Provider" or the "Licensor") dated March 1, 2007 ("Licensing
Agreement"), under which Sublicensor has been granted the right to use and to
sublicense the right to use the Indexes and Marks listed in Appendix A, for use
in connection with the financial products listed in Appendix A (the "Products");
WHEREAS, the Trust desires to use the Indexes and Marks in connection with
the distribution of Products, and Sublicensor is willing to grant the Trust a
sublicense 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. Sublicensor grants the Trust a non-exclusive,
non-transferable right and license to use and refer to the Indices and Marks in
connection with the creation, issuance, trading and marketing of Products
pursuant to the terms and conditions of this Agreement.
2. OWNERSHIP AND VALIDITY. The Trust acknowledges the Index Provider's
ownership of the entire right, title and interest in and to the Indices and
Marks and the Trust's use shall inure to the sole benefit of the applicable
Index Provider.
3. DISCLAIMER. The Trust shall include, unless a substitute is approved by
Sublicensor, in which case such substitute shall be included, the following
notice or the substance thereof in all informational materials relating to the
licensed Indices and Marks:
The Indexes are the exclusive property of the Index Provider, which has
licensed the use of certain trademarks, service marks and trade names of
the Index Provider and the
Indexes for use by Ameristock and Ameristock's sublicensees. The Index
Provider is solely responsible for determining the securities included in,
and the calculation of, each Index. In contrast, neither the Index
Provider nor its affiliates determines or provides advice with respect to
the investments of the Funds. Neither the Index Provider nor its
affiliates makes any representations regarding the appropriateness of the
Funds' investments for the purpose of tracking the performance of the
appropriate Index or otherwise.
4. TERM. This Agreement shall become effective upon signatures of both
parties and remain in effect unless terminated by either party as provided
herein.
5. TERMINATION. The Trust may terminate this Agreement upon sixty (60)
days prior written notice. Sublicensor may terminate this Agreement upon sixty
(60) days prior written notice, immediately upon the Trust's breach of this
Agreement, or immediately upon the termination of the Licensing Agreement.
6. FEES. Sublicensor will pay any fee due for use of the Indexes or Marks
in connection with a Product as set forth under Article 3 of the Licensing
Agreement, without charge to the Trust.
7. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
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.
8. 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.
9. 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) This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of California, without regard to its
conflict of law provisions.
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(d) 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, Sublicensor and the Trust have caused this Agreement
to be duly executed on their behalf in the manner legally binding upon them.
Ameristock Corporation
Signature: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------
By: Xxxxxxxx X. Xxxxxx
Title: President and Treasurer
Ameristock ETF Trust
Signature: /s/ Xxxxxx Xxx
-----------------------------
By: Xxxxxx Xxx
Title: Secretary
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Appendix A
Index Provider Index Financial Product
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Xxxx Holdings LLC and Xxxx 1 Year Adjusted Treasury Index Ameristock/Xxxx 1 Year Treasury ETF
Xxxx XXX, Inc. Xxxx 2 Year Treasury Index Ameristock/Xxxx 2 Year Treasury ETF
Xxxx 5 Year Treasury Index Ameristock/Xxxx 5 Year Treasury ETF
Xxxx 10 Year Treasury Index Ameristock/Xxxx 10 Year Treasury ETF
Xxxx 20 Year Treasury Index Ameristock/Xxxx 20 Year Treasury ETF
Service Marks:
Xxxx XXX, Inc.
Xxxx Holdings LLC
Xxxx XXX Advisers, LLC
Xxxx XXX, inc. Logo Design
The Solutions Company
Xxxx Index
The Xxxx Letter
Xxxx XXX Scoreboard
Pension Monitor
