0001144204-11-011213 Sample Contracts

FOCUSSHARES TRUST ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • February 28th, 2011 • FocusShares Trust • New York

This Distribution Agreement (the “Agreement”) is made this 25th day of January 2011, 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.

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AGENCY SERVICES AGREEMENT
Agency Services Agreement • February 28th, 2011 • FocusShares Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the made as of the 5th day of January 2011 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”).

FUND COMPLIANCE SERVICES AGREEMENT
Fund Compliance Services Agreement • February 28th, 2011 • FocusShares Trust • New York

AGREEMENT made as of January 25, 2011 by and between FocusShares Trust, a Delaware statutory trust, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Fund Company”), FocusShares, LLC, a Delaware limited liability company, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Adviser”) 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”).

PFO/TREASURER SERVICES AGREEMENT
Pfo/Treasurer Services Agreement • February 28th, 2011 • FocusShares Trust • New York

AGREEMENT made as of January 25, 2011 by and between FocusShares Trust, a Delaware statutory trust, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Fund”), FocusShares, LLC, a Delaware limited liability company, with its principal office and place of business at 210 Summit Avenue, Suite C-11, Montvale, New Jersey 07645 (the “Adviser”) and Foreside Management Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 (“Foreside”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2011 • FocusShares Trust • New York

This Investment Advisory Agreement (this “Agreement”) is made and entered into on December 15, 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”).

SUB-LICENSE AGREEMENT
Sub-License Agreement • February 28th, 2011 • FocusShares Trust

This Sub-license Agreement (the “Sub-license Agreement”), dated as of the 15th of February, 2011, is made by and among FocusShares Trust, a Delaware statutory trust (the “Sub-licensee”) and FocusShares, LLC, a Delaware limited liability company (the “Licensee” or “Sub-licensor”).

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