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Marketing Agreement

 

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Title:

Marketing Agreement

Entities:

Exchange Traded Trust

Date:

2006

Size:

Preview shows 6KB of 28KB total

Price:

$36

ID:

#2278137

 

 

► Business ► Marketing Agreements

 

 

Start of Preview


                               MARKETING AGREEMENT


This Marketing Agreement (the "Agreement") is made and entered into as of
this __ day of August, 2006, by and between Archipelago Holdings, Inc.
("Archipelago"), a Delaware corporation, and B.C. Ziegler and Company ("B.C.
Ziegler"), a Wisconsin Corporation. The Exchange Traded Trust ("Trust"), a
Delaware statutory trust, is a party hereto with respect to Sections 1, 4, 12,
16 and 19 only.

WHEREAS, the Trust currently has one existing series, the NYSE Arca Tech
100 ETF (the "ETF"), and has adopted a Distribution Plan with respect to the ETF
and any future series designated by the Trust (the "Plan") pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"),
which Plan authorizes payments to finance activities which are intended to
result in the sale of the shares of beneficial interest of the ETF (the
"Shares") and the sale of the shares of beneficial interest of all series of
shares of the Trust designated in the future;

WHEREAS, the Trust has appointed B.C. Ziegler as the distributor of the
Shares of the ETF, pursuant to a distribution agreement (the "Distribution
Agreement"), which authorizes B.C. Ziegler to use appropriate efforts to promote
the ETF;

WHEREAS, Archipelago: (i) operates NYSE Arca, L.L.C. (the "NYSE Arca
Marketplace"(R)), which comprise an all-electronic stock exchange that
facilitates trading in equity securities, exchange-traded funds and other
exchange-listed securities; and (ii) compiles, calculates, maintains and owns
the NYSE Arca Tech 100 Index (formerly the PSE/PCX Technology Index and the
ArcaEx Tech 100 Index) ("Index") either directly or through a wholly owned
subsidiary;

WHEREAS, the ETF, through its replication strategy, intends to
substantially replicate the performance of the Index, and Archipelago and the
Trust have entered into a license agreement (the "License Agreement") under
which Archipelago grants to the Trust a license to use and refer to the Index in
connection with the ETF;

WHEREAS, the Trust has authorized B.C. Ziegler under the terms of the
Distribution Agreement to enter into this Marketing Agreement to assist the
Trust and B.C. Ziegler in their efforts to promote the ETF during the period of
this Agreement; and

WHEREAS, B.C. Ziegler and Archipelago desire to enter into this Agreement
under which Archipelago will provide certain marketing services for the ETF.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement
(collectively, the "Parties" and each individually a "Party") agree as follows:


1
{PAGE}

1. Term of Agreement. The term of this Agreement shall commence on the
date hereof (the "Effective Date") and shall continue for a period of one year
("Initial Term"), unless terminated as provided in Section 16. Thereafter, this
Agreement shall continue in effect from year to year, subject to the termination
provisions and all other terms and conditions hereof, so long as such
continuance is specifically approved at least annually by (i) a vote of the
majority of the trustees of the Trust and (ii) a vote of the majority of the
trustees of the Trust who are not "interested persons" of the Trust (as the term
is defined in the 1940 Act) and who have no direct or indirect financial
interest in the operation of the Plan, in this Agreement or in any agreement
related to the Plan (the "Independent Trustees") by a vote cast in person at a
meeting called for the purpose of voting on such approval (each such one year
period after the Initial Term and the Initial Term are individually referred to
as a "Term").

2. Marketing Program.

(a) Duties of Archipelago: Subject to the terms and conditions contained
herein, Archipelago shall develop, with the advice and consent of B.C. Ziegler
and/or its agent or representative, a marketing plan designed to advertise,
promote and increase public awareness of the Index and the ETF within the
financial services industry and investing public ("Marketing Plan"). The
Marketing Plan shall include, but not be limited to, branding, promotional
activities, development and production of marketing materials, collateral and
media campaigns using any format agreed to by the Parties (i.e., electronic
media, print media, Internet, etc.) and hosting a web-site for the ETF
(collectively, "Marketing Materials"). Archipelago shall assist with the
execution of the Marketing Plan and shall promote the ETF in accordance with the
Marketing Plan through implementation of marketing and advertising activities
undertaken by Archipelago. In addition, Archipelago will, on an ongoing basis,
provide marketing support reasonably requested by B.C. Ziegler and reasonably
necessary to broaden the distribution of the Shares of the ETF. Archipelago
shall make expenditures of at least $500,000 during the first year after the
date on which the ETF commences trading on the NYSE Arca Marketplace on
marketing and advertising activities directly related to the promotion of the
ETF. Notwithstanding the foregoing, Archipelago shall have no obligation to
establish or maintain a formal marketing or sales organization to satisfy its
obligations with respect to its obligations hereunder. Upon the reasonable
request of B.C. Ziegler, Archipelago will provide B.C. Ziegler or its agents or
representatives with Marketing Materials as are necessary and be responsible for

 

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