0000950136-07-006989 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • October 12th, 2007 • SPA ETF Trust • New York

AGREEMENT, dated as of ________________, 200__ between SPA ETF Trust, a Delaware statutory trust, having its principal office and place of business at _____________________ (the “Trust”) and The Bank of New York, 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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FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • October 12th, 2007 • SPA ETF 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, a New York banking organization (“BNY”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 12th, 2007 • SPA ETF Trust • New York

AGREEMENT made as of the ______ day of ________, 2006, by and between SPA ETF Trust (hereinafter the “Trust”) and each Series of the Trust listed on Appendix I hereto (each a “Fund”) (as such Appendix be amended from time to time), and THE BANK OF NEW YORK, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • October 12th, 2007 • SPA ETF Trust • Delaware

AGREEMENT made as of the ___ of __________, 2007 by and between SPA ETF Trust, with its principal office and place of business at 12 East 49th Street, 17th Floor, New York, NY 10017 (the “Fund”), and Foreside Compliance Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine 04101 (“FCS”).

INVESTMENT ADVISORY AGREEMENT SPA ETF TRUST
Investment Advisory Agreement • October 12th, 2007 • SPA ETF Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of October __, 2007, between SPA ETF Trust, a Delaware statutory trust (the “Trust”), and SPA ETF Inc., a Delaware corporation (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • October 12th, 2007 • SPA ETF Trust • Delaware

This Distribution Agreement (the “Agreement”) made this __ day of _________, 2007, by and between SPA ETF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 12 East 49th Street, 17th Floor, New York, NY 10017, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Two Portland Square, Portland, ME 04101.

SPA ETF Trust Agreement and Declaration of Trust Dated as of March 13, 2007
Spa Etf Trust • October 12th, 2007 • SPA ETF Trust • Delaware

AGREEMENT AND DECLARATION OF TRUST made as of the 13h day of March, 2007 by the Trustees hereunder, and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

PFO/TREASURER SERVICES AGREEMENT
Pfo/Treasurer Services Agreement • October 12th, 2007 • SPA ETF Trust • Delaware

AGREEMENT made as of ____________, 2007 by and between SPA ETF Trust, a Delaware statutory trust, with its principal office and place of business at [ ] (the “Fund”), and Foreside Management Services, LLC, a Delaware limited liability company with its principal office and place of business at Two Portland Square, Portland, Maine 04101 (“Foreside”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 12th, 2007 • SPA ETF Trust • New York

AGREEMENT made this _____ day of ________________, 200_ by and between SPA ETF, Inc. (the “Adviser”), and BNY Investment Advisors, a separately identifiable division of The Bank of New York, a New York bank (the “Sub-adviser”).

PARTICIPANT AGREEMENT SPA ETF Trust
Participant Agreement • October 12th, 2007 • SPA ETF Trust • New York
EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • October 12th, 2007 • SPA ETF Trust

EXPENSE REIMBURSEMENT AGREEMENT (the “Agreement”), dated as of October __, 2007 by and between SPA ETF Inc., a Delaware corporation (the “Adviser”) and SPA ETF TRUST (the “Trust”).

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