NETS TRUST FORM OF SUBLICENSE AGREEMENT
Exhibit (h)(3)
This Sublicense Agreement (the “Agreement”) is entered into as of , 2008, by
and between Northern Trust Investments, N.A., a national banking association (the “Adviser”), and
NETS Trust (the “Licensee”), a Maryland business trust.
WHEREAS, the Adviser, through licenses (“Licenses”) with index providers (each an “Index
Provider and together the “Index Providers”), 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 Schedule B (the “Products”); and
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 an exclusive, non-transferable,
non-sublicensable, non-assignable, royalty-free 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 applicable
License Agreement for each Index and Xxxx and agrees to be bound by the provisions thereto other
than the obligations to pay fees, which shall be paid by the Adviser. Licensee agrees to use at
least as stringent a standard of care with respect to the Indexes and Marks as required of the
Adviser under the Licenses in dealing with the Indexes and Marks and will use its best commercially
reasonable efforts to protect the goodwill and reputation of each Index Provider and its applicable
Index(es) and Xxxx(s).
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. This
Agreement shall terminate with respect to a particular Index or Xxxx if:
(a) the applicable License with respect to the Index or Xxxx expires or terminates; (b) the
Adviser or one of its affiliates or successors ceases to exercise investment discretion over the
applicable Product in its capacity as investment adviser, manager, trustee or other comparable
capacity; (c) the Trust terminates the Product relating to such Index or Xxxx; or (d) the
Adviser or its permitted affiliates ceases to be a subsidiary of Northern Trust Corporation. The Adviser shall promptly notify the Licensee of the occurrence of an event described
in Section 5(a) or 5(d) hereof. Upon termination of this Agreement with respect to such Index or Xxxx, the
Licensee’s right to use the Index or Xxxx shall terminate consistent with the termination
provisions of the applicable License.
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) Except as
may be permitted by the applicable License, a
party may not assign this Agreement and/or any of its rights and/or obligations
hereunder.
(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 Agreement and
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 Agreement and Declaration of
Trust.
(d) This Agreement shall be governed by, and construed and interpreted in accordance with, the
laws of the State of Illinois, without regard to its conflict of law provisions.
(e) In any 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.
-2-
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.
| NORTHERN TRUST INVESTMENTS, N.A. | ||||
| Signature: | ||||
| By: | ||||
| Title: | ||||
| NETS TRUST | ||||
| Signature: | ||||
| By: | ||||
| Title: | ||||
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SCHEDULE A
1.
|
NETS S&P/ASX 200 Index | |
2.
|
BEL 20® Index | |
3.
|
Hang Sang China Enterprises Index | |
4.
|
CAC 40® Index | |
5.
|
DAX® Index | |
6.
|
Hang Seng Index | |
7.
|
ISEQ 20® Index | |
8.
|
TA-25 Index | |
9.
|
S&P/MIB Index | |
10.
|
Tokyo Stock Price Index | |
11.
|
FTSE Bursa Malaysia 100 Index | |
12.
|
AEX Index® | |
13.
|
PSI 20® Index | |
14.
|
RTS Index | |
15.
|
FTSE Singapore Straits Times Index | |
16.
|
FTSE/JSE Top 40 Index | |
17.
|
TSEC Taiwan 50 Index | |
18.
|
FTSE SET 30 Index | |
19.
|
FTSE 100 Index | |
20.
|
Dow Xxxxx Wilshire 4500 Index | |
21.
|
Dow Xxxxx Wilshire Global ex-US Index | |
22.
|
Dow Xxxxx Wilshire Global Total Market Index | |
23.
|
Tokyo Stock Exchange REIT Index |
SCHEDULE B
1.
|
NETS™ S&P/ASX 200 Index Fund (Australia) | |
2.
|
NETS™ BEL 20® Index Fund (Belgium) | |
3.
|
NETS™ Hang Seng China Enterprises Index Fund | |
4.
|
NETS™ CAC40® Index Fund (France) | |
5.
|
NETS™ DAX® Index Fund (Germany) | |
6.
|
NETS™ Hang Seng Index Fund (Hong Kong) | |
7.
|
NETS™ ISEQ 20® Index Fund (Ireland) | |
8.
|
NETS™ TA-25 Index Fund (Israel) | |
9.
|
NETS™ S&P/MIB Index Fund (Italy) | |
10.
|
NETS™ TOPIX Index Fund (Japan) | |
11.
|
NETS™ FTSE Bursa Malaysia 100 Index Fund | |
12.
|
NETS™ AEX-index® Fund (The Netherlands) | |
13.
|
NETS™ PSI 20® Index Fund (Portugal) | |
14.
|
NETS™ RTS Index Fund (Russia) | |
15.
|
NETS™ FTSE Singapore Straits Times Index Fund | |
16.
|
NETS™ FTSE/JSE Top 40 Index Fund (South Africa) | |
17.
|
NETS™ TSEC Taiwan 50 Index Fund | |
18.
|
NETS™ FTSE SET 30 Index Fund (Thailand) | |
19.
|
NETS™ XXXX 000 Xxxxx Xxxx (Xxxxxx Xxxxxxx) | |
20.
|
NETS™ Dow Xxxxx Wilshire 4500 Index Fund | |
21.
|
NETS™ Dow Xxxxx Wilshire Global ex-US Index Fund | |
22.
|
NETS™ Dow Xxxxx Wilshire Global Total Market Index Fund | |
23.
|
NETS™ Tokyo Stock Exchange REIT Index Fund |
