0001144204-10-018532 Sample Contracts

ETF DISTRIBUTION AGREEMENT
Distribution Agreement • April 5th, 2010 • U.S. One Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 26 day of March, 2010, by and between U.S. One Trust, a Delaware Trust (the “Trust”) having its principal place of business at 9190 Double Diamond Parkway, Reno, NV 89521, 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.

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CUSTODY AGREEMENT
Custody Agreement • April 5th, 2010 • U.S. One Trust • New York

AGREEMENT, dated as of ________________, 200__ between _U.S. One Trust____________, a Delaware statutory trust, having its principal office and place of business at 9190 Double Diamond Pkwy, Reno, NV 89521___ (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”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • April 5th, 2010 • U.S. One 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 Bank of New York Mellon (the “Index Receipt Agent”) as index receipt agent for U.S. One Trust (the “Trust”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • April 5th, 2010 • U.S. One Trust • New York

AGREEMENT made as of _____________________, 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”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 5th, 2010 • U.S. One Trust • New York

AGREEMENT made as of the ______ day of ________,_____, 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”).

ADVISORY AGREEMENT
Advisory Agreement • April 5th, 2010 • U.S. One Trust • Delaware

ADVISORY AGREEMENT made as of this 26th day of March, 2010 by and between U.S. ONE TRUST (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and U.S. ONE, INC., (the “Adviser”), a Nevada corporation with its principal place of business at 9190 Double Diamond Parkway, Reno, Nevada 89521.

COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • April 5th, 2010 • U.S. One Trust • Delaware

AGREEMENT made as of March 26, 2010 by and between U.S. One Trust, with its principal office and place of business at 9190 Double Diamond Parkway, Reno, NV 89521 (the “Trust”), 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”).

Paul Hrabal
Seed Capital Subscription Agreement • April 5th, 2010 • U.S. One Trust
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