0001144204-10-065865 Sample Contracts

FOCUSSHARES TRUST AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • December 10th, 2010 • FocusShares 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 JPMorgan Chase Bank, N.A. (the “Index as index receipt agent for the FocusShares Trust (the “Trust”).

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FOCUSSHARES TRUST ETF DISTRIBUTION AGREEMENT
Focusshares Trust • December 10th, 2010 • FocusShares Trust • New York

This Distribution Agreement (the “Agreement”) is made this __ day of _________ 2010, by and between FocusShares Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 210 Summit Avenue, Suite C-11, Montvale, NJ 07645, 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.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 10th, 2010 • FocusShares Trust • New York

This Investment Advisory Agreement (this “Agreement”) is made and entered into on __________, 2010, to be effective upon the commencement of operations of the first of the Funds listed on Schedule A attached hereto, by and between FocusShares Trust, a Delaware statutory trust (the “Trust”), and FocusShares Advisors LLC, a Delaware limited liability company (the “Advisor”).

ETF Fund Servicing Agreement – March 2010 version
Etf Fund Servicing Agreement • December 10th, 2010 • FocusShares Trust • New York

This agreement (“Agreement”), dated [__________________], 2010, is between FOCUSSHARES TRUST, a Delaware trust and a registered investment company under the Investment Company Act of 1940 (“1940 Act”) whose principal place of business is at 210 Summit Avenue, Suite C11, Montvale, NJ 07645 (the “Customer”) and JPMORGAN CHASE BANK, N. A. with a place of business at One Beacon Street, Boston, Massachusetts 02108. (“J.P. Morgan”)

Domestic Custody Agreement 1 Form Domestic Custody Agreement (Mutual Fund) October 2009
Domestic Custody Agreement • December 10th, 2010 • FocusShares Trust • New York

This agreement, dated ____________________, 2010, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“J.P. Morgan”), with a place of business at 1 Chase Manhattan Plaza, New York, N.Y. 10081; and FocusShares Trust, a Delaware trust the “Trust”), registered under the Investment Company Act of 1940, as amended, with a place of business at 210 Summit Avenue, Suite C11, Montvale, NJ 07645, on behalf of each of its series listed on attached Exhibit A (each a “Customer” or a “Fund”).

AGENCY SERVICES AGREEMENT
Agency Services Agreement • December 10th, 2010 • FocusShares Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the made as of the ___ day of ____________, 2010 by and between FOCUSSHARES TRUST, a Delaware trust and a registered investment company under the Investment Company Act of 1940, whose principal place of business is at 210 Summit Avenue, Suite C11, Montvale, NJ 07645 (the “Trust") and JPMORGAN CHASE BANK, N.A. a national banking association with a place of business at 4 New York Plaza, New York, New York 10004 (“Bank”).

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