FocusShares Trust Sample Contracts

FOCUSSHARES TRUST AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • December 10th, 2010 • FocusShares Trust • Delaware

This Authorized Participant Agreement (the “ Agreement” ) is entered into by and between Foreside Fund Services, LLC (the “ Distributor” ) and [ ] (the “ Participant” ) and is subject to acceptance by JPMorgan Chase Bank, N.A. (the “Index as index receipt agent for the FocusShares Trust (the “Trust”).

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AGENCY SERVICES AGREEMENT
Agency Services Agreement • February 28th, 2011 • FocusShares Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the made as of the 5th day of January 2011 by and between FOCUSSHARES TRUST, a Delaware trust and a registered investment company under the Investment Company Act of 1940, whose principal place of business is at 210 Summit Avenue, Suite C11, Montvale, NJ 07645 (the “Trust") and JPMORGAN CHASE BANK, N.A. a national banking association with a place of business at 4 New York Plaza, New York, New York 10004 (“Bank”).

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EXHIBIT II SUBLICENSE AGREEMENT
Sublicense Agreement • November 26th, 2007 • FocusShares Trust

This Sublicense Agreement (the “Sublicense Agreement”), dated as of the 8th of June, 2007, and restated on the 16th of November, 2007 is made by and among FocusSharesTrust (the “Sub-licensee”), International Securities Exchange, LLC (“Licensor”), and Licensee (“Licensee” or “Sub-licensor”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • November 26th, 2007 • FocusShares Trust • Delaware

This Distribution Agreement (the “Agreement”) made this 16 day of November, 2007, by and between FocusShares Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 210 Summit Avenue, Suite C-11, Montvale, NJ 07645, and Foreside Fund Services, LLC., a Delaware limited liability company (the “Distributor”) having its principal place of business at Two Portland Square, Portland, ME 04101.

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FOCUSSHARES TRUST ETF DISTRIBUTION AGREEMENT
Focusshares Trust • February 28th, 2011 • FocusShares Trust • New York

This Distribution Agreement (the “Agreement”) is made this 25th day of January 2011, by and between FocusShares Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 210 Summit Avenue, Suite C-11, Montvale, NJ 07645, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

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FUND COMPLIANCE SERVICES AGREEMENT
Fund Compliance Services Agreement • February 28th, 2011 • FocusShares Trust • New York

AGREEMENT made as of January 25, 2011 by and between FocusShares Trust, a Delaware statutory trust, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Fund Company”), FocusShares, LLC, a Delaware limited liability company, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Adviser”) and Foreside Compliance Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (“Foreside”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2011 • FocusShares Trust • New York

This Investment Advisory Agreement (this “Agreement”) is made and entered into on December 15, 2010, to be effective upon the commencement of operations of the first of the Funds listed on Schedule A attached hereto, by and between FocusShares Trust, a Delaware statutory trust (the “Trust”), and FocusShares Advisors LLC, a Delaware limited liability company (the “Advisor”).

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SUB-LICENSE AGREEMENT
Sub-License Agreement • February 28th, 2011 • FocusShares Trust

This Sub-license Agreement (the “Sub-license Agreement”), dated as of the 15th of February, 2011, is made by and among FocusShares Trust, a Delaware statutory trust (the “Sub-licensee”) and FocusShares, LLC, a Delaware limited liability company (the “Licensee” or “Sub-licensor”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 28th, 2012 • FocusShares Trust

This Agreement is made and entered into effective as of February 10, 2011, by and between the funds listed on Schedule A (each a “Fund” and collectively the “Funds”), each a series of shares of FocusShares Trust, a Delaware statutory trust (the “Trust”) and FocusShares LLC, a Delaware limited liability company (the “Advisor”).

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MUTUAL FUND SERVICES AGREEMENT
Fund Services Agreement • November 26th, 2007 • FocusShares Trust • New York
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FocusShares Trust 210 Summit Avenue Suite C-11 Montvale, New Jersey 07645 AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • November 26th, 2007 • FocusShares Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and (the “Participant”) and is subject to acceptance by JPMorgan Chase Bank, N.A. as index receipt agent for FocusShares Trust (the “Index Receipt Agent”).

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NTI SUB-ADVISORY AGREEMENT
Nti Sub-Advisory Agreement • November 26th, 2007 • FocusShares Trust • Illinois

Sub-Advisory Agreement (this “Agreement”) entered into as of the 16th day of November, 2007, by and between FocusShares LLC, an LLC organized under the laws of the State of Delaware (the “Adviser”), and Northern Trust Investments, N.A., a registered investment advisor organized under the laws of the State of Illinois (the “Sub-Adviser”).

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ETF Fund Servicing Agreement – March 2010 version
Etf Fund Servicing Agreement • December 10th, 2010 • FocusShares Trust • New York

This agreement (“Agreement”), dated [__________________], 2010, is between FOCUSSHARES TRUST, a Delaware trust and a registered investment company under the Investment Company Act of 1940 (“1940 Act”) whose principal place of business is at 210 Summit Avenue, Suite C11, Montvale, NJ 07645 (the “Customer”) and JPMORGAN CHASE BANK, N. A. with a place of business at One Beacon Street, Boston, Massachusetts 02108. (“J.P. Morgan”)

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FOCUSSHARES TRUST EXPENSE LIMITATION AGREEMENT
Focusshares Trust Expense Limitation Agreement • November 26th, 2007 • FocusShares Trust

THIS AGREEMENT, dated as of November 16, 2007, is made and entered into by and between FocusShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, FocusShares ISE Homebuilders Index Fund, FocusShares ISE SINdex Fund, FocusShares ISE-CCM Homeland Security Index Fund and FocusShares ISE-Revere Wal-Mart Supplier Index Fund and other of its existing series as may be agreed in the future (the “Fund” and collectively the “Funds”), and FocusShares LLC (the “Advisor”).

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FOCUSHARES TRUST FIDELITY BOND SHARING AGREEMENT THIS AGREEMENT made and entered into this 22nd day of February, 2011 by and between FocusShares Trust ("Trust"), an open-end management investment company, on behalf of each of its series specified in...
Focushares Trust • June 10th, 2011 • FocusShares Trust • Delaware
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Domestic Custody Agreement 1 Form Domestic Custody Agreement (Mutual Fund) October 2009
Domestic Custody Agreement • December 10th, 2010 • FocusShares Trust • New York

This agreement, dated ____________________, 2010, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“J.P. Morgan”), with a place of business at 1 Chase Manhattan Plaza, New York, N.Y. 10081; and FocusShares Trust, a Delaware trust the “Trust”), registered under the Investment Company Act of 1940, as amended, with a place of business at 210 Summit Avenue, Suite C11, Montvale, NJ 07645, on behalf of each of its series listed on attached Exhibit A (each a “Customer” or a “Fund”).

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PFO/TREASURER SERVICES AGREEMENT
Treasurer Services Agreement • February 3rd, 2011 • FocusShares Trust • New York

AGREEMENT made as of ____________, 2011 by and between FocusShares Trust, a Delaware statutory trust, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Fund”), FocusShares, LLC, a Delaware limited liability company, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Adviser”) and Foreside Management Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 (“Foreside”).

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Form of FocusShares Trust PFO/TREASURER SERVICES AGREEMENT
Treasurer Services Agreement • November 26th, 2007 • FocusShares Trust • Delaware

AGREEMENT made as of November 16, 2007 by and between FocusShares Trust, a Delaware statutory trust, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, NJ 07645 (the “Fund”), and Foreside Management Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine 04101 (“Foreside”).

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AGENCY SERVICES AGREEMENT
Agency Services Agreement • December 10th, 2010 • FocusShares Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the made as of the ___ day of ____________, 2010 by and between FOCUSSHARES TRUST, a Delaware trust and a registered investment company under the Investment Company Act of 1940, whose principal place of business is at 210 Summit Avenue, Suite C11, Montvale, NJ 07645 (the “Trust") and JPMORGAN CHASE BANK, N.A. a national banking association with a place of business at 4 New York Plaza, New York, New York 10004 (“Bank”).

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FOCUSHARES TRUST FIDELITY BOND SHARING AGREEMENT THIS AGREEMENT made and entered into this 22nd day of February, 2011 by and between FocusShares Trust ("Trust"), an open-end management investment company, on behalf of each of its series specified in...
Focushares Trust • April 5th, 2012 • FocusShares Trust • Delaware
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FocusShares Trust INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 26th, 2007 • FocusShares Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (“Agreement”) is made this 16th day of November, 2007 by and between FocusShares Trust, a statutory trust organized and existing under the laws of the state of Delaware (the “Trust”), and FocusShares, LLC (the “Advisor”), a limited liability company organized and existing under the laws of the state of Delaware.

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LETTER OF INTENT
Letter of Intent • November 26th, 2007 • FocusShares Trust

MyShares Trust (the “Trust”), a Delaware statutory trust, and MyShares LLC, a Delaware Limited Liability Corporation, hereby agree as follows:

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FOCUSSHARES TRUST COMPLIANCE SERVICES AGREEMENT
Focusshares Trust Compliance Services Agreement • November 26th, 2007 • FocusShares Trust • Delaware

AGREEMENT made as of the 16 of November, 2007 by and between FocusShares Trust, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, NJ 07645 (the “Fund”), and Foreside Compliance Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine 04101 (“FCS”).

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PFO/TREASURER SERVICES AGREEMENT
Pfo/Treasurer Services Agreement • February 28th, 2011 • FocusShares Trust • New York

AGREEMENT made as of January 25, 2011 by and between FocusShares Trust, a Delaware statutory trust, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Fund”), FocusShares, LLC, a Delaware limited liability company, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Adviser”) and Foreside Management Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 (“Foreside”).

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