0001144204-15-026685 Sample Contracts

FORM OF TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • April 30th, 2015 • EGA Emerging Global Shares Trust

This Transfer Agency And Shareholder Services Agreement is made as of April __, 2015 ("Effective Date") by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and EGA Emerging Global Shares Trust (the "Investment Company") and each Portfolio of the Investment Company contained on Schedule B. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term "Agreement" shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to "Schedule B" mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to time (deemed or in writing) pursuant to Section 16 or 19(l).

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FORM OF FOREIGN CUSTODY MANAGER AGREEMENT
Manager Agreement • April 30th, 2015 • EGA Emerging Global Shares Trust • New York

AGREEMENT made as of _________________, 20__ by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • April 30th, 2015 • EGA Emerging Global Shares Trust • Colorado

THIS AGREEMENT is made as of __________, 2015, between EGA Emerging Global Shares Trust, a Delaware Statutory Trust (each mutual fund series of the trust individually the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

FORM OF FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • April 30th, 2015 • EGA Emerging Global Shares Trust • New York

THIS AGREEMENT is made as of ______________, 2015, by and between EGA Emerging Global Shares Trust (the “Fund”), and The Bank of New York Mellon, a New York banking organization (“BNY Mellon”).

EGA Emerging Global Shares Trust Fee Waiver and Expense Assumption Agreement
Global Shares Trust • April 30th, 2015 • EGA Emerging Global Shares Trust

THIS AGREEMENT (the “Agreement”) is made effective as of the 1st day of May, 2015, by and between EGA Emerging Global Shares Trust, a Delaware statutory trust (the “Trust”), on behalf of each of the mutual fund series of the Trust listed on Schedule A attached hereto (each a “Fund” and, collectively, the “Funds”), and Emerging Global Advisors, LLC, a Delaware limited liability company (the “Adviser”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2015 • EGA Emerging Global Shares Trust

THIS AGREEMENT, made by and between EGA Emerging Global Shares Trust, a Delaware statutory trust (the “Trust”), on behalf of each of the funds listed on Schedule A attached hereto (each a “Fund” and collectively, the “Funds”), and Emerging Global Advisors, LLC, a Delaware limited liability company (the “Adviser”).

FORM OF CUSTODY AGREEMENT by and between EGA EMERGING GLOBAL SHARES TRUST and THE BANK OF NEW YORK MELLON
Custody Agreement • April 30th, 2015 • EGA Emerging Global Shares Trust • New York

CUSTODY AGREEMENT, dated as of ____________________, 2015 (“Agreement”) between EGA EMERGING GLOBAL SHARES TRUST, a statutory trust organized under the laws of Delaware (the “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

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