Grail Advisors ETF Trust Sample Contracts

GRAIL ADVISORS ETF TRUST
Expense Limitation Agreement • August 28th, 2009 • Grail Advisors ETF Trust • Delaware

RP Growth ETF, RP Focused Large Cap Growth ETF, RP Technology ETF and RP Financials ETF (the "Funds") are each a series of Grail Advisors ETF Trust, a Delaware statutory trust ("Trust").

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CUSTODY AGREEMENT
Custody Agreement • February 28th, 2014 • Columbia ETF Trust • New York

AGREEMENT, dated as of March 20, 2009 between Grail Advisors ETF Trust (the “Trust”), a statutory trust organized and existing under the laws of the State of Delaware, having its principal office and place of business at One Ferry Building, Suite 255, San Francisco, CA 94111, (the “Trust”) and The Bank of New York Mellon, 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”).

INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • February 28th, 2014 • Columbia ETF Trust • Massachusetts

This Agreement, dated as of May 20, 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).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 29th, 2009 • Grail Advisors ETF Trust • Delaware

AGREEMENT, dated as of April 30, 2009 by and between Grail Advisors, LLC, a Delaware limited liability company (“Manager”), American Beacon Advisors, Inc., a Delaware corporation (“Primary Sub-Adviser”), and The Boston Company Asset Management, LLC, a Massachusetts limited liability company (“Sub-Adviser”).

JOINT INSURED AGREEMENT
Joint Insured Agreement • August 5th, 2015 • Columbia ETF Trust

THIS AGREEMENT effective as of June 30, 2015, by and among each of the Corporations and Trusts listed in Schedule A, each on behalf of their underlying series. The terms “Fund” or “Funds” are used to refer to the corporation or trust and the underlying series as context requires.

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • February 28th, 2014 • Columbia ETF Trust • New York

AGREEMENT made as of March 20, 2009 by and between Grail Advisors ETF Trust (the “Trust”), and The Bank of New York Mellon, a New York banking organization (“BNY”).

DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2014 • Columbia ETF Trust • Delaware

This Distribution Agreement (the “Agreement”) made this 17th day of April, 2013, 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.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 31st, 2010 • 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”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 8th, 2009 • Grail Advisors ETF Trust • New York

AGREEMENT made as of the 20th day of March, 2009, by and between Grail Advisors ETF Trust (hereinafter the “Trust”) each Series of the Trust (each, a “Fund”) listed on Appendix I hereto (as such Appendix be amended from time to time), and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

FORM OF INVESTMENT MANAGEMENT SERVICES AGREEMENT
Form 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 Agreement
Columbia 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 TRUST
Expense Limitation Agreement • February 28th, 2014 • Columbia ETF Trust • Delaware

This Agreement is made and to be performed principally in the State of Massachusetts, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware. Any amendment to this Agreement shall be in writing signed by the parties hereto.

PRIMARY INVESTMENT SUB-ADVISORY AGREEMENT
Primary Investment Sub-Advisory Agreement • April 29th, 2009 • Grail Advisors ETF Trust • Delaware

AGREEMENT, dated as of April 30, 2009 by and between Grail Advisors, LLC, a Delaware limited liability company (“Manager”), and American Beacon Advisors, Inc., a Delaware corporation (“Primary Sub-Adviser”).

Re: Notice of Changes to the Custody Agreement
Columbia ETF Trust • February 28th, 2014

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 COLUMBIA ETF TRUST
Expense Limitation Agreement • February 27th, 2013 • Columbia ETF Trust • Delaware

All the funds listed in Schedule A (the “Funds”) are each a series of Columbia ETF Trust (formerly Grail Advisors ETF Trust), a Delaware statutory trust (“Trust”).

EXPENSE LIMITATION AGREEMENT COLUMBIA ETF TRUST
Expense Limitation Agreement • February 27th, 2015 • Columbia ETF Trust • Delaware

This Agreement is made and to be performed principally in the State of Massachusetts, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware. Any amendment to this Agreement shall be in writing signed by the parties hereto.

AMENDED AND RESTATED SCHEDULE II TO THE CUSTODY AGREEMENT DATED MARCH 20, 2009
And • December 31st, 2009 • Grail Advisors ETF Trust
EXPENSE LIMITATION AGREEMENT COLUMBIA ETF TRUST
Expense 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.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • February 28th, 2014 • Columbia ETF Trust • New York

AGREEMENT made as of the 20th day of March, 2009, by and between Grail Advisors ETF Trust (hereinafter the “Trust”) each Series of the Trust (each, a “Fund”) listed on Appendix I hereto (as such Appendix be amended from time to time), and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

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Re: Notice of Changes to the Fund Administration and Accounting Agreement
Columbia ETF Trust • February 28th, 2014

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.

Amendment No.3 to Distribution Agreement
Distribution Agreement • August 31st, 2010 • Grail Advisors ETF Trust

This Amendment No. 3 dated August 31, 2010 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”).

AMENDED AND RESTATED SCHEDULE II TO THE CUSTODY AGREEMENT DATED MARCH 20, 2009
And • October 7th, 2009 • Grail Advisors ETF Trust
AUTHORIZED PARTICIPANT AGREEMENT FOR GRAIL ADVISORS ETF TRUST
Authorized Participant Agreement for Grail Advisors Etf Trust • April 8th, 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 “BNY ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for Grail Advisors ETF Trust (the “Trust”). 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 as “Shares”), of each of the separate investment portfolios of the Trust (e

AMENDED AND RESTATED APPENDIX I TO THE FUND ADMINISTRATION AND ACCOUNTING AGREEMENT DATED MARCH 20, 2009
And • December 31st, 2009 • Grail Advisors ETF Trust
Re: Notice of Changes to the Custody Agreement
Columbia 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.

JOINT INSURED AGREEMENT
Joint Insured Agreement • July 21st, 2016 • Columbia ETF Trust

THIS AGREEMENT effective as of June 30, 2015, as amended April 20, 2016, by and among each of the Corporations and Trusts listed in Schedule A, each on behalf of their underlying series. The terms “Fund” or “Funds” are used to refer to the corporation or trust and the underlying series as context requires.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 8th, 2009 • Grail Advisors ETF Trust • Delaware

Grail American Beacon Large Cap Value ETF and Grail American Beacon International Equity ETF (the “Funds”) are each a series of Grail Advisors ETF Trust, a Delaware statutory trust (“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”).

AMENDMENT TO FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • October 7th, 2009 • Grail Advisors ETF Trust

This Amendment is made as of September 25, 2009 to the Fund Administration and Accounting Agreement (the “Agreement”) dated May 20, 2009 between Grail Advisors ETF Trust (the “Trust”) and The Bank of New York Mellon (“BNY”).

SCHEDULE A
Waiver Agreement • February 27th, 2017 • Columbia ETF Trust
EXPENSE LIMITATION AGREEMENT GRAIL ADVISORS ETF TRUST GRAIL AMERICAN BEACON LARGE CAP VALUE ETF GRAIL AMERICAN BEACON INTERNATIONAL EQUITY ETF One Ferry Building, Suite 255 San Francisco, CA 94111
Expense Limitation Agreement • February 26th, 2010 • Grail Advisors ETF Trust • Delaware

Grail American Beacon Large Cap Value ETF and Grail American Beacon International Equity ETF (the “Funds”) are each a series of Grail Advisors ETF Trust, a Delaware statutory trust (“Trust”).

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