DISTRIBUTION AGREEMENTDistribution Agreement • February 29th, 2012 • Columbia ETF Trust • Delaware
This Distribution Agreement (the “Agreement”) made this day of , 2011, by and between Columbia ETF Trust, (formerly, Grail Advisors ETF Trust), a Delaware statutory trust (the “Trust”), on behalf of each of its series (each, a “Fund” and together, the “Funds”) listed in Exhibit A (as amended from time to time and incorporated by reference herein), having its principal place of business at 225 Franklin Street Boston, Massachusetts 02110, and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”), having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203.
FORM OF INVESTMENT MANAGEMENT SERVICES AGREEMENTForm of Investment Management Services Agreement • February 29th, 2012 • Columbia ETF Trust • Massachusetts
This Agreement, dated as of [ ], 2011, is by and between is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company and the registered investment companies listed in Schedule A (each a “Registrant”), each on behalf of its separate underlying series, as applicable, listed in Schedule A. The terms “Fund” or “Funds” are used to refer to either the Registrant or its underlying series, as context requires).
Re: Notice of Changes to the Fund Administration and Accounting AgreementColumbia ETF Trust • February 29th, 2012
Reference is made to that certain Fund Administration and Accounting Agreement, by and between Grail Advisors ETF Trust (the “Trust”), including each of the series thereof listed on Exhibit A thereto (each, a “Fund”) and The Bank of New York Mellon (“BNY”) dated as of March 20, 2009, as amended and supplemented from time to time (the “Agreement”), by and between the Trust, each Fund and BNY.
EXPENSE LIMITATION AGREEMENT COLUMBIA ETF TRUSTExpense Limitation Agreement • February 29th, 2012 • Columbia ETF Trust • Delaware
This Agreement does not supersede or otherwise change any existing expense limitation agreement between you and the Trust containing expense limitations currently in effect and set to expire on May 20, 2012, and such expense limitations remain in full force and effect.
Re: Notice of Changes to the Custody AgreementColumbia ETF Trust • February 29th, 2012
Reference is made to that certain Custody Agreement, between Grail Advisors ETF Trust (the “Trust”), and The Bank of New York Mellon (“BNY”) dated as of March 20, 2009, as amended and supplemented from time to time (the “Agreement”), between the Trust and BNY.
EXPENSE LIMITATION AGREEMENT GRAIL ADVISORS ETF TRUST One Ferry Building, Suite 255 San Francisco, CA 94111Expense Limitation Agreement • February 29th, 2012 • Columbia ETF Trust • Delaware
Re: Notice of Changes to the Transfer Agency and Service AgreementColumbia ETF Trust • February 29th, 2012
Reference is made to that certain Transfer Agency and Service Agreement, by and between Grail Advisors ETF Trust (the “Trust”), each Series of the Trust (each a “Fund”) listed on Appendix I thereto and The Bank of New York Mellon (“BNY”) dated as of March 20, 2009, as amended and supplemented from time to time (the “Agreement”), by and between the Trust, each Fund and BNY.
AUTHORIZED PARTICIPANT AGREEMENT FOR COLUMBIA ETF TRUSTAuthorized Participant Agreement • February 29th, 2012 • Columbia ETF Trust • New York
This Authorized Participant Agreement (this “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and (the “Authorized Participant” or the “AP”) and is subject to acceptance by The Bank of New York Mellon (the “BNYM ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for Columbia ETF Trust (the “Trust”) and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Trust shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, all without par value (sometimes referred to a
