0001104659-10-046720 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 31st, 2010 • Grail Advisors ETF Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of April 30, 2009 between Grail Advisors ETF Trust, a Delaware statutory trust (“Trust”), and Grail Advisors, LLC, a Delaware limited liability company (“Grail” or “Manager”).

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Amendment No.3 to Distribution Agreement
Distribution Agreement • August 31st, 2010 • Grail Advisors ETF Trust

This Amendment No. 3 dated August 31, 2010 to the Distribution Agreement, made March 20, 2009, as amended (the “Agreement”), by and between Grail Advisors ETF Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“Distributor”).

AMENDED AND RESTATED SCHEDULE II TO THE CUSTODY AGREEMENT DATED MARCH 20, 2009
Custody Agreement • August 31st, 2010 • Grail Advisors ETF Trust
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 31st, 2010 • Grail Advisors ETF Trust • Delaware

AGREEMENT, dated as of , 2010 by and between Grail Advisors, LLC, a Delaware limited liability company (“Manager”), and Western Asset Management Company, a California corporation (“Sub-Adviser”).

AMENDED AND RESTATED APPENDIX 1 TO THE TRANSFER AGENCY AND SERVICE AGREEMENT DATED MARCH 20, 2009
Transfer Agency and Service Agreement • August 31st, 2010 • Grail Advisors ETF Trust
EXPENSE LIMITATION AGREEMENT GRAIL ADVISORS ETF TRUST GRAIL WESTERN ASSET ULTRA SHORT DURATION ETF One Ferry Building, Suite 255 San Francisco, CA 94111
Expense Limitation Agreement • August 31st, 2010 • Grail Advisors ETF Trust • Delaware

Grail Western Asset Ultra Short Duration ETF (the “Fund”) is a series of Grail Advisors ETF Trust, a Delaware statutory trust (“Trust”).

AMENDED AND RESTATED APPENDIX I TO THE FUND ADMINISTRATION AND ACCOUNTING AGREEMENT DATED MARCH 20, 2009
Fund Administration and Accounting Agreement • August 31st, 2010 • Grail Advisors ETF Trust
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