AMERISTOCK ETF TRUST SUBLICENSE AGREEMENT
Exhibit
(h)(2)
This
Sublicense Agreement (the “Agreement”) is
made this ___ day of ________, 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
_________, 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-transferrable
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.
2
(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:
____________________________
By:
Xxxxxxxx
X. Xxxxxx
Title:
President
Signature:
____________________________
By:
Xxxxxxxx
X. Xxxxxx
Title:
President
& Treasurer
|
3
Appendix
A
|
Index
Provider
|
Index
|
Financial
Product
|
|
Xxxx
Holdings LLC
|
Xxxx
1 Year Adjusted Treasury Index
|
Ameristock/Xxxx
1-Year Treasury Fund
|
|
and
Xxxx XXX, Inc.
|
Xxxx
2 Year Treasury Index
|
Ameristock/Xxxx
2-Year Treasury Fund
|
|
Xxxx
5 Year Treasury Index
|
Ameristock/Xxxx
5-Year Treasury Fund
|
|
|
Xxxx
10 Year Treasury Index
|
Ameristock/Xxxx
10-Year Treasury Fund
|
|
|
Xxxx
20 Year Treasury Index
|
Ameristock/Xxxx
20-Year Treasury
Fund
|
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
