CUSTODY AGREEMENTCustody Agreement • January 11th, 2007 • HealthShares (TM) Inc. • New York
AGREEMENT, dated as of December 1, 2006 between HealthShares, Inc., a Corporation organized and existing under the laws of the State of Maryland having its principal office and place of business at 420 Lexington Avenue, Suite 2550, New York, NY 10170 (the “Fund”) 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”).
DISTRIBUTION AGREEMENTDistribution Agreement • January 11th, 2007 • HealthShares (TM) Inc. • Colorado
Distribution Agreement (the “Agreement”) made this 1st day of December, 2006, by and between the HealthShares, Inc., a Maryland Corporation (the “Fund”) having its principal place of business at 420 Lexington Avenue, New York, New York 10170, and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”) having its principal place of business at 1625 Broadway, Suite 2200, Denver, Colorado 80202.
AUTHORIZED PARTICIPANT AGREEMENT FORAuthorized Participant Agreement • January 11th, 2007 • HealthShares (TM) Inc. • New York
This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributor, Inc. (the “Distributor”) and (the “Authorized Participant” or “AP”) and is subject to acceptance by The Bank of New York (“BNY ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the Healthshares, Inc. (the “Company” ) and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Company shall be a third party beneficiary of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Company acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, par value $.0001 per share (sometimes referred to as
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • January 11th, 2007 • HealthShares (TM) Inc. • New York
AGREEMENT made as of December 1, 2006, between each mutual fund identified on Schedule 1 attached hereto (each, a “Fund”; collectively, the “Funds”) and The Bank of New York (“BNY”).
ContractChief Compliance Officer Services Agreement • January 11th, 2007 • HealthShares (TM) Inc. • New York
CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT (this “Agreement”) dated October 31st, 2006 between HEALTHSHARES, INC. (the “Fund”), and ALPS FUND SERVICES, INC. (“ALPS”), a Colorado corporation. The “Effective Date” of this Agreement is December 1st, 2006.
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • January 11th, 2007 • HealthShares (TM) Inc. • New York
AGREEMENT made as of the 1st day of December, 2006, by and between HealthShares, Inc., a Maryland corporation, having its principal office and place of business at 420 Lexington Ave., Suite 2550, New York, NY 10170 (the “Company”) 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”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • January 11th, 2007 • HealthShares (TM) Inc. • New York
AGREEMENT, dated as of December 1, 2006 by and between X-Shares Advisors, LLC (the “Investment Adviser”), a Delaware limited liability company having its principal office and place of business at 420 Lexington Avenue, New York, NY 10170, and BNY Investment Advisors (the “Sub-Adviser”), a separately identifiable division of the Bank of New York, a New York state banking corporation having its principal office and place of business at 1633 Broadway, 13th floor, New York, New York 10019.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • January 11th, 2007 • HealthShares (TM) Inc. • New York
AGREEMENT, made as of this 1st day of December, 2006, between X-Shares Advisors, LLC (the “Advisor”), a Delaware limited liability company with a principal place of business at 420 Lexington Avenue, New York, NY 10170, and HealthShares™, Inc., a Maryland corporation (the “Company”) with a principal place of business at 420 Lexington Avenue, New York, NY 10170.
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • January 11th, 2007 • HealthShares (TM) Inc. • New York
AGREEMENT made as of December 1, 2006, by and between each entity listed on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York, a New York banking organization (“BNY”).
