0001116502-09-001839 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • November 19th, 2009 • Old Mutual Global Shares Trust • New York

AGREEMENT, dated as of October 28, 2009 between Old Mutual Global Shares Trust, a Delaware statutory trust, having its principal office and place of business at 10 High Street, Suite 302, Boston, Massachusetts 02110 (the “Trust”) and The Bank of New York Mellon, 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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ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • November 19th, 2009 • Old Mutual Global Shares Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 22nd day of October 2009, by and between Old Mutual Global Shares Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 10 High Street, Suite 302, Boston, MA 02110, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • November 19th, 2009 • Old Mutual Global Shares Trust • Delaware

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and [ ] (the “Participant”) and is subject to acceptance by ____________________ (the “Index Receipt Agent”) as index receipt agent for ___________ (the “Trust”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • November 19th, 2009 • Old Mutual Global Shares Trust • New York

AGREEMENT made as of the 28th day of October, 2009, 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 MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

FOREIGN CUSTODY MANAGER AGREEMENT
Manager Agreement • November 19th, 2009 • Old Mutual Global Shares Trust • New York

AGREEMENT made as of October 28, 2009 by and between each entity listed on Annex I attached hereto (the "Fund") and The Bank of New York Mellon ("BNY").

COMPLIANCE AND ANTI-MONEY LAUNDERING SERVICES AGREEMENT
Compliance and Anti-Money Laundering Services Agreement • November 19th, 2009 • Old Mutual Global Shares Trust • Delaware

AGREEMENT made as of October 22, 2009 by and between Old Mutual Global Shares Trust, a Delaware statutory trust, with its principal office and place of business at 10 High Street, Suite 302, Boston, MA 02110 (the “Fund”), and Foreside Compliance Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (“Foreside”).

INVESTMENT ADVISORY AGREEMENT OLD MUTUAL GLOBAL SHARES TRUST
Investment Advisory Agreement • November 19th, 2009 • Old Mutual Global Shares Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of October 22, 2009, between Old Mutual Global Shares Trust, a Delaware statutory trust (the “Trust”), and Old Mutual Global Index Trackers (Pty), Limited, a proprietary limited company organized under the laws of South Africa (the “Adviser”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • November 19th, 2009 • Old Mutual Global Shares Trust • New York

AGREEMENT made as of October 28, 2009, by and between each entity listed on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York Mellon, a New York banking organization (“BNY”).

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • November 19th, 2009 • Old Mutual Global Shares Trust

EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”), dated as of November 16, 2009 by and between Old Mutual Global Index Trackers (Pty) Limited, a proprietary limited company organized under the laws of South Africa (the “Advisor”) and Old Mutual Global Shares Trust (the “Trust”).

PRINCIPAL FINANCIAL OFFICER/TREASURER SERVICES AGREEMENT
Principal Financial • November 19th, 2009 • Old Mutual Global Shares Trust • Delaware

AGREEMENT made as of October 22, 2009 by and between Old Mutual Global Shares Trust, a Delaware statutory trust, with its principal office and place of business at 10 High Street, Suite 302, Boston, MA 02110 (the “Fund”), and Foreside Management Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 (“Foreside”).

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