0000897069-07-001575 Sample Contracts

FORM OF CUSTODY AGREEMENT
Custody Agreement • August 6th, 2007 • Yyy Trust • New York

AGREEMENT, dated as of ________________, 2007 between YYY Trust, a Delaware business trust, having its principal office and place of business at 383 Madison Avenue, New York, New York 10179 (the “Trust”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 6th, 2007 • Yyy Trust • New York

AGREEMENT made as of the ______ day of ________, 2007, by and between each Trust (hereinafter the “Trust”) listed on Appendix I hereto and each Series of the Trust listed on Appendix I hereto (as such Appendix be amended from time to time), and THE BANK OF NEW YORK, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 6th, 2007 • Yyy Trust • New York

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”) dated as of _________________, 2007 between YYY TRUST, a Delaware statutory trust (the “Trust”), and BEAR STEARNS ASSET MANAGEMENT, INC., a corporation formed under the laws of New York (the “Advisor”).

FORM OF FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • August 6th, 2007 • Yyy Trust • New York

AGREEMENT made as of _____________________, by and between Bear Stearns ETF Trust (the “Trust”) on behalf of the exchange traded fund listed identified on Exhibit A attached hereto (the “Fund”), and The Bank of New York, a New York banking organization (“BNY”).

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