0001104659-08-004628 Sample Contracts

HEALTHSHARES™, INC. AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • January 25th, 2008 • HealthShares (TM) Inc. • Maryland

THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 24th day of September, 2007, by and between HealthShares™, Inc., a Maryland corporation (the “Company”), on behalf of each of the funds listed on Appendix A (each a “Fund,” and collectively, the “Funds”), and the investment adviser of the Funds, XShares Advisors LLC (the “Advisor”).

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SECURITIES LENDING AGREEMENT AND GUARANTY
Securities Lending Agreement and Guaranty • January 25th, 2008 • HealthShares (TM) Inc. • New York

AGREEMENT, dated as of , 2007, between HealthShares, Inc. on behalf of each of its Series listed on Exhibit A (each Series is hereinafter referred to as “Lender”), and The Bank of New York (“Bank”).

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