EXPENSE LIMITATION AGREEMENT
GRAIL ADVISORS ETF TRUST
RP GROWTH ETF
RP FOCUSED LARGE CAP GROWTH ETF
RP TECHNOLOGY ETF
RP FINANCIALS ETF
Xxx Xxxxx Xxxxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
September 10, 2009
Grail Advisors, LLC
Xxx Xxxxx Xxxxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Dear Ladies and Gentlemen:
RP Growth ETF, RP Focused Large Cap Growth ETF, RP Technology ETF and
RP Financials ETF (the "Funds") are each a series of Grail Advisors ETF Trust, a
Delaware statutory trust ("Trust").
You hereby agree until the date noted on Schedule A ("Limitation
Period"), to forgo current payment of fees and/or reimburse annual operating
expenses of the Funds (excluding interest, taxes, brokerage commissions,
acquired fund fees and expenses, and extraordinary expenses of the Fund)
("Operating Expenses"), so that the Operating Expenses of each Fund are limited
to the rate per annum, as noted on Schedule A, of that Fund's average daily net
assets ("Expense Limitation").
Each Fund agrees to repay you for any fees forgone by you under the
Expense Limitation or any Operating Expenses you reimburse in excess of the
Expense Limitation, provided the repayments do not cause that Fund's total
operating expenses (exclusive of interest, taxes, brokerage commissions and
extraordinary expenses) to exceed the respective annual rate of average daily
net assets as noted on Schedule A and the repayments are made within three years
after the year in which you incurred the expense.
You understand that you shall look only to the assets attributable to
the respective Fund for performance of this Agreement and for payment of any
claim you may have hereunder, and neither any other series of the Trust, nor any
of the Trust's trustees, officers, employees, agents, or shareholders, whether
past, present or future, shall be personally liable therefor.
This Agreement is made and to be performed principally in the State of
California, and except insofar as the Investment Company Act of 1940, as
amended, or other federal laws and regulations may be controlling, this
Agreement shall be governed by, and construed and enforced in accordance with,
the internal laws of the State of Delaware. Any amendment to this Agreement
shall be in writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
GRAIL ADVISORS ETF TRUST,
on behalf of
RP GROWTH ETF
RP FOCUSED LARGE CAP GROWTH ETF
RP TECHNOLOGY ETF
RP FINANCIALS ETF
By:
------------------------------------
Xxxxxxx X. Xxxxxx
Title: President
The foregoing Agreement is hereby accepted as of September 10, 2009
GRAIL ADVISORS, LLC
By:
-----------------------------------------------------
Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
SCHEDULE A
Fund Limitation Expense
Period Limitation
RP Growth ETF 8/31/2010 0.89%
RP Focused Large Cap Growth ETF 8/31/2010 0.89%
RP Technology ETF 8/31/2010 0.89%
RP Financials ETF 8/31/2010 0.89%
