Preview | 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 Ziegler Exchange Traded Trust (the Index Receipt Agent).

The Index Receipt Agent serves as the Index Receipt Agent for Ziegler Exchange Traded Trust (the Trust) and all of its designated series (each a Fund and collectively, the Funds), and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (NSCC). The Distributor provides 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 Distributor has retained _____________ (SIDCO) to provide certain services with respect to the purchases and redemptions of Fund Shares. The Distributor, the Index Receipt Agent, and the Participant acknowledge and agree that the Trust, the Funds and SIDCO shall be third party beneficiaries of this Agreement, and shall receive the benefits contemplated by this Agreement.

The process by which an investor purchases and redeems ETT Shares from a Fund is described in detail in the Trusts ETT Shares Prospectus and the Statement of Additional Information incorporated therein (the Prospectus) that comprise part of the Trusts registration statement, as amended, on Form N-1A (No.811-21827) and the Authorized Participant Procedures Handbook (AP Handbook)(hereinafter collectively, ETT Documents). The discussion of the purchase and redemption process in this Agreement is modified as necessary by reference to the more complete discussions in the ETT Documents. References to the ETT Documents are to the then current Prospectus and AP Handbook as each may be supplemented or amended from time to time. Capitalized terms not otherwise defined herein are used herein as defined in the ETT Documents. In the event of a conflict between the Prospectus and AP Handbook, the Prospectus shall control. Each party to this Agreement agrees to comply with the provisions of the ETT Documents to the extent applicable to it.

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. The Participant agrees to be bound by the terms of such instructions issued by the Index Receipt Agent and reported to the NSCC as though such instructions were issued by the Participant directly.

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 ETT Documents (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. The amount of such purchase transaction fee shall be determined by the Trust or investment adviser to the Trust in its sole discretion and may be changed from time to time.

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 Funds ETT Documents 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.

(a) The Participant hereby represents, covenants, and warrants that it is and will continue to be a participant in DTC ("DTC Participant") so long as this Agreement is in full force and effect 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 and will continue to be a member of NSCC and a participant in the CNS System of NSCC so long as this Agreement is in full force and effect. 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, this Agreement will automatically terminate and Participant shall promptly notify the Distributor in writing of the change in status or eligibility.

(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.

(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 underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. (A fuller discussion of these risks appears in the Prospectus.) Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that persons activities, and you should consult legal counsel if you are uncertain of your status. Neither the Distributor nor the Index Receipt Agent will indemnify the Participant for any violations of the federal securities laws committed by the Participant.