THE EXCHANGE TRADED TRUST

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                        AUTHORIZED PARTICIPANT AGREEMENT



      This Authorized Participant Agreement (the "Agreement") is entered into by

and between B.C. Ziegler and Company (the "Distributor") and __________________

________________ (the "Participant") and is subject to acceptance by JPMorgan

Chase Bank, N.A. as index receipt agent for The Exchange Traded Trust (the

"Index Receipt Agent").



      The Index Receipt Agent serves as the Index Receipt Agent for The Exchange

Traded Trust (the "Trust") and is an Index Receipt Agent as that term is defined

in the rules of the National Securities Clearing Corporation ("NSCC"). The

Distributor, the Index Receipt Agent, and the Participant acknowledge and agree

that the Trust and its constituent funds (the "Funds") shall be third party

beneficiaries of this Agreement, and shall receive the benefits contemplated by

this Agreement. The Distributor has been retained to provide services as

principal underwriter of the Funds acting on an agency basis in connection with

the sale and distribution of the class of shares issued by the Funds known as

"ETT Shares."



      The process by which an investor purchases and redeems ETT Shares from a

Fund is described in detail in the Trust's ETT Shares Prospectus and the

Statement of Additional Information incorporated therein (the "Prospectus") that

comprise part of the Trust's registration statement, as amended, on Form N-1A

(No.811-21827). The discussion of the purchase and redemption process in this

Agreement is modified as necessary by reference to the more complete discussion

in the Prospectus. References to the Prospectus are to the then current

Prospectus as it may be supplemented or amended from time to time. Capitalized

terms not otherwise defined herein are used herein as defined in the Prospectus.



      The ETT Shares of a Fund may be purchased or redeemed directly from the

Fund only in aggregations of a specified number, known as a "Creation Unit." The

number of ETT Shares presently constituting a Creation Unit of each Fund is set

forth in Annex I. Creation Units of ETT Shares may be purchased only by or

through an entity that is a participant in The Depository Trust Company ("DTC")

or a broker-dealer or other participant in the Continuous Net Settlement (the

"CNS") System of NSCC and that has entered into an Authorized Participant

Agreement with the Distributor.



      To purchase a Creation Unit, an authorized DTC participant or CNS

participant, whether acting for its own account or on behalf of another party,

generally must deliver to the Fund a designated basket of equity securities (the

"Deposit Securities") and an amount of cash computed as described in the

Prospectus (the "Balancing Amount"), plus a purchase transaction fee as

described in the Prospectus (the "Transaction Fee"). The Deposit Securities and

the Balancing Amount together constitute the "Portfolio Deposit." The Balancing

Amount and the Transaction Fee are referred to collectively as the "Cash

Component."

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      This Agreement is intended to set forth the procedures by which the

Participant may purchase and/or redeem Creation Units of ETT Shares (i) through

the CNS clearing processes of NSCC as such processes have been enhanced to

effect purchases and redemptions of Creation Units, such processes being

referred to herein as the "Clearing Process," or (ii) outside the Clearing

Process. The procedures for processing an order to purchase ETT Shares (a

"Purchase Order") and an order to redeem ETT Shares (a "Redemption Order") are

described in the Fund's Prospectus and in Annex II to this Agreement. All

Purchase and Redemption Orders must be made pursuant to the procedures set forth

in Annex II. The Participant may not cancel a Purchase Order or a Redemption

Order after it is placed.



      The parties hereto, in consideration of the premises and of the mutual

agreements contained herein, agree as follows:



      1. STATUS OF PARTICIPANT



      (a) The Participant hereby represents, covenants, and warrants that it is

a participant in DTC ("DTC Participant") and that, with respect to Purchase

Orders or Redemption Orders of Creation Units of ETT Shares of any Fund placed

through the Clearing Process, it is a member of NSCC and a participant in the

CNS System of NSCC. The Participant may place Purchase Orders or Redemption

Orders for Creation Units either through the Clearing Process or outside the

Clearing Process, subject to the procedures for purchase and redemption referred

to in paragraph 2 and Annex II of this Agreement. If a Participant loses its

status as a DTC Participant or NSCC member, or its eligibility to participate in

the CNS System, it shall promptly notify the Distributor in writing of the

change in status or eligibility, and the Distributor may terminate this

Agreement.



      (b) The Participant hereby represents and warrants that it is registered

as a broker-dealer under the Securities Exchange Act of 1934, as amended, is

qualified to act as a broker or dealer in the states or other jurisdictions

where it transacts business, and is a member in good standing of the National

Association of Securities Dealers, Inc. (the "NASD"). The Participant agrees

that it will maintain such registrations, qualifications, and membership in good

standing and in full force and effect throughout the term of this Agreement. The

Participant agrees to comply with all applicable federal laws, the laws of the

states or other jurisdictions concerned, and the rules and regulations

promulgated thereunder, and with the Constitution, By-Laws and Conduct Rules of

the NASD, and that it will not offer or sell ETT Shares of any Fund in any state

or jurisdiction where such shares may not lawfully be offered and/or sold.



      (c) If the Participant is offering and selling ETT Shares of any Fund in

jurisdictions outside the several states, territories and possessions of the

United States and is not otherwise required to be registered or qualified as a

broker or dealer, or to be a member of the NASD, as set forth above, the

Participant nevertheless agrees to observe the applicable laws of the

jurisdiction in which such offer and/or sale is made, to comply with the full

disclosure requirements of the Securities Act of 1933 as amended (the "1933

Act") and the regulations promulgated thereunder, and to conduct its business in

accordance with the spirit of the NASD Conduct Rules.





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      (d) The Participant understands and acknowledges that the proposed method

by which Creation Units of ETT Shares will be created and traded may raise

certain issues under applicable securities laws. For example, because new

Creation Units of ETT Shares may be issued and sold by the Fund on an ongoing

basis, at any point a "distribution," as such term is used in the 1933 Act, may

occur. The Participant understands and acknowledges that some activities on its

part, depending on the circumstances, may result in its being deemed a

participant in the distribution in a manner that could render it a statutory

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