0001104659-09-072164 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 31st, 2009 • Grail Advisors ETF Trust • Delaware

INVESTMENT MANAGEMENT AGREEMENT (“AGREEMENT”), dated as of April 30, 2009 between Grail Advisors ETF Trust, a Delaware statutory trust (“Trust”), and Grail Advisors, LLC, a Delaware limited liability company (“Grail” or “Manager”).

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AMENDED AND RESTATED SCHEDULE II TO THE CUSTODY AGREEMENT DATED MARCH 20, 2009
And • December 31st, 2009 • Grail Advisors ETF Trust
AMENDED AND RESTATED APPENDIX I TO THE FUND ADMINISTRATION AND ACCOUNTING AGREEMENT DATED MARCH 20, 2009
And • December 31st, 2009 • Grail Advisors ETF Trust
EXPENSE LIMITATION AGREEMENT GRAIL ADVISORS ETF TRUST GRAIL MCDONNELL INTERMEDIATE MUNICIPAL BOND ETF GRAIL MCDONNELL CORE TAXABLE BOND ETF One Ferry Building, Suite 255 San Francisco, CA 94111
Expense Limitation Agreement • December 31st, 2009 • Grail Advisors ETF Trust • Delaware

Grail McDonnell Intermediate Municipal Bond ETF and Grail McDonnell Core Taxable Bond ETF (the “Funds”) are each a series of Grail Advisors ETF Trust, a Delaware statutory trust (“Trust”).

AMENDED AND RESTATED APPENDIX 1 TO THE TRANSFER AGENCY AND SERVICE AGREEMENT DATED MARCH 20, 2009
And • December 31st, 2009 • Grail Advisors ETF Trust
INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 31st, 2009 • Grail Advisors ETF Trust • Delaware

AGREEMENT, dated as of December 31, 2009 by and between Grail Advisors, LLC, a Delaware limited liability company (“Manager”), and McDonnell Investment Management, LLC, a Delaware limited liability company (“Sub-Adviser”).

Amendment No.2 to Distribution Agreement
Distribution Agreement • December 31st, 2009 • Grail Advisors ETF Trust

This Amendment No. 2 dated December 31, 2009 to the Distribution Agreement, made March 20, 2009, as amended (the “Agreement”), by and between Grail Advisors ETF Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“Distributor”).

AUTHORIZED PARTICIPANT AGREEMENT FOR GRAIL ADVISORS ETF TRUST
Authorized Participant Agreement • December 31st, 2009 • Grail Advisors 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 Corporation (the “BNYM ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for Grail Advisors 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 (somet

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