0001144204-11-032658 Sample Contracts

AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • May 26th, 2011 • FQF 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 Receipt Agent”) as index receipt agent for FQF Trust (the “Trust”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 26th, 2011 • FQF Trust • Delaware
AGENCY SERVICES AGREEMENT
Agency Services Agreement • May 26th, 2011 • FQF Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the ___ day of ____________, 2011 by and between FQF TRUST, a Delaware statutory trust and registered investment company under the Investment Company Act of 1940, as amended (“1940 Act”), with offices at 230 Congress Street, 5th Floor, Boston, MA 02110 (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 (“J.P. Morgan”).

ETF Fund Servicing Agreement – March 2010 version
Administration Agreement • May 26th, 2011 • FQF Trust • New York
FQF TRUST ETF DISTRIBUTION AGREEMENT
FQF Trust • May 26th, 2011 • FQF Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this __ day of _________ 2011, by and between FQF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 230 Congress Street, 5th Floor, Boston, MA 02110 and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor,” and together with the Trust, the “Parties”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

EXPENSE LIMITATION AGREEMENT FQF TRUST QUANTSHARES U.S. MARKET NEUTRAL MOMENTUM FUND QUANTSHARES U.S. MARKET NEUTRAL VALUE FUND QUANTSHARES U.S. MARKET NEUTRAL BETA FUND QUANTSHARES U.S. MARKET NEUTRAL SIZE FUND QUANTSHARES U.S. MARKET NEUTRAL QUALITY...
Expense Limitation Agreement • May 26th, 2011 • FQF Trust • Delaware

You hereby agree until the date noted on Schedule A (“Limitation Period”), to forgo current payment of fees and/or reimburse annual operating expenses of the Funds (excluding interest, taxes, brokerage commissions and other expenses that are capitalized in accordance with generally accepted accounting principles, dividend, interest and brokerage expenses for short positions, acquired fund fees and expenses, and extraordinary expenses of the Fund) (“Operating Expenses”), so that the Operating Expenses of each Fund are limited to the rate per annum, as noted on Schedule A, of that Fund’s average daily net assets (“Expense Limitation”).

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