FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND Knowledge Leaders Capital, LLCInvestment Advisory Agreement • March 18th, 2020 • Investment Managers Series Trust • Delaware
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of_____________, is entered into by and between Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (each a “Fund”), and Knowledge Leaders Capital, LLC, a Colorado Limited Liability Company (the “Advisor”).
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • March 4th, 2016 • Exchange Listed Funds Trust • New York
THIS AGREEMENT is made as of the 19th day of June, 2015, by and between EXCHANGE LISTED FUNDS TRUST (the “Trust”) on behalf of each series listed on Appendix A hereto (hereinafter each a “Series” and collectively, the “Series”) (as such Appendix be amended from time to time) 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 (the “Bank”).
FORM OF CUSTODIAN AGREEMENTCustodian Agreement • March 18th, 2020 • Investment Managers Series Trust • New York
THIS AGREEMENT, dated as of [____], 2020, between INVESTMENT MANAGERS SERIES TRUST (the Fund, including its separate series listed on Exhibit A, the Portfolios), a Delaware statutory trust and an open-end management investment company registered with the Commission under the Investment Company Act of 1940 (the 1940 Act), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or, the Custodian).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • May 2nd, 2022 • Exchange Listed Funds Trust • Delaware
SUB-ADVISORY AGREEMENT (the “Agreement”) made as of this 8th of February 2022 by and between Exchange Traded Concepts, LLC, an Oklahoma limited liability company, with its principal place of business at 10900 Hefner Pointe Dr. Ste. 207 Oklahoma City, OK 73120 (the “Adviser”) and System Two Advisors, L.P., a limited partnership registered under the laws of the State of Delaware with a registered address of 47 Maple Street, Summit, New Jersey 07901 (the “Sub-Adviser”), with respect to each series of the Trust identified on Schedule A to this Agreement (each a “Fund” and collectively, the “Funds”).
ADVISORY AGREEMENTAdvisory Agreement • September 13th, 2018 • Exchange Listed Funds Trust • Delaware
ADVISORY AGREEMENT (the “Agreement”) made as of this 12th day of June, 2015 by and between EXCHANGE LISTED FUNDS TRUST (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and EXCHANGE TRADED CONCEPTS, LLC, an Oklahoma limited liability company with its principal place of business at 10900 Hefner Pointe Drive, Suite 207, Oklahoma City, Oklahoma 73120 (the “Adviser”).
EXCHANGE TRADED CONCEPTS TRUST II ETF DISTRIBUTION AGREEMENTDistribution Agreement • June 3rd, 2013 • Exchange Traded Concepts Trust II • Delaware
This Distribution Agreement (the “Agreement”) is made this 23rd day of May 2013, by and between Exchange Traded Concepts Trust II, a Delaware statutory trust (the “Trust”) having its principal place of business at 3555 Northwest 58th Street, Suite 440, Oklahoma City, Oklahoma 73112, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.
FORM OF ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • March 18th, 2020 • Investment Managers Series Trust • Delaware
This Distribution Agreement (the “Agreement”) is made this __ day of _________ 201__, by and between «Entity Name», a _______________ (the “Trust”) having its principal place of business at «Address1», «City», «State», «ZipCode», and «Foreside Entity», a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • June 5th, 2015 • Exchange Traded Concepts Trust II • New York
AGREEMENT made as of _________________, 2015 by and between each entity listed on Annex I attached hereto (the “Fund”) and The Bank of New York Mellon (“BNY”).
SUBLICENSE AGREEMENTSublicense Agreement • May 2nd, 2022 • Exchange Listed Funds Trust
This Sublicense Agreement (“Agreement”) is made as of April 12, 2022, by and between Exchange Traded Concepts, LLC, a registered investment adviser (“Adviser”) and Exchange Listed Funds Trust, a Delaware statutory trust (“Trust”).
CUSTODY AGREEMENTCustody Agreement • March 4th, 2016 • Exchange Listed Funds Trust • New York
AGREEMENT, dated as of June 19, 2015 between Exchange Listed Funds Trust, a Delaware statutory trust, having its principal office and place of business at 10900 Hefner Pointe Drive, Suite 207, Oklahoma City, Oklahoma 73120 (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”).
CUSTODIAN AND TRANSFER AGENT AGREEMENTCustodian and Transfer Agent Agreement • December 18th, 2023 • Exchange Listed Funds Trust • New York
THIS AGREEMENT (this Agreement), dated as of December 13, 2023, between EXCHANGE LISTED FUNDS TRUST (the Fund, including its separate series listed on Appendix A hereto, the Portfolios), an open-end management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (the 1940 Act), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or, when referring to BBH&Co. in its capacity as custodian, the Custodian, and when referring to BBH&Co. in its capacity as transfer agent, TA). For purposes of this Agreement, reference hereafter to the “Fund” shall mean the Fund and/or the respective Portfolio(s), as the context requires.
RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust • New York
THIS FUND OF FUNDS INVESTMENT AGREEMENT, dated as of November 29, 2022 (the “Effective Date”) by and between each Acquiring Fund listed on Schedule B, severally and not jointly (each, an “Acquiring Fund”), and ProShares Trust (the “Trust”), a Delaware statutory trust, on behalf of each of its current and future series other than those series identified under the caption “Precautionary Notes: Funds Not Covered by the Agreement” on https://www.proshares.com/investment_agreement.html, severally and not jointly (each, an “Acquired Fund”). Each Acquiring Fund and each Acquired Fund is referred to as a “Fund”.
EXCHANGE TRADED CONCEPTS TRUST II AUTHORIZED PARTICIPANT AGREEMENTAuthorized Participant Agreement • June 28th, 2013 • Exchange Traded Concepts Trust II • 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 Citibank, N.A. (the “Custodian”) as Custodian and index receipt agent for Exchange Traded Concepts Trust II (the “Trust”). The Distributor, the Participant and the third-party beneficiaries named in Section 19 hereof may also be referred to individually as a “Party” or collectively as the “Parties” hereto.
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • June 29th, 2018 • Exchange Listed Funds Trust • Delaware
This SUB-ADVISORY AGREEMENT (together with any schedules, exhibits or other attachments hereto, and as it may be amended, restated or otherwise modified from time to time, this “Agreement”), is made and entered into as of May 3, 2018 by and between Exchange Traded Concepts, LLC, an Oklahoma limited liability company (the “Adviser”) and Vident Investment Advisory, LLC, a Delaware limited liability company (the “Sub-Adviser”), with respect to the REX BKCM Subsidiary I (the “Portfolio”). Capitalized terms not otherwise defined herein have the meanings specified in the Memorandum and Articles of Association of the Portfolio (as amended, restated or otherwise modified from time to time, the “Articles”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • June 29th, 2018 • Exchange Listed Funds Trust • Delaware
This INVESTMENT MANAGEMENT AGREEMENT (together with any schedules, exhibits or other attachments hereto, and as it may be amended, restated or otherwise modified from time to time, this “Agreement”), is made and entered into as of May 3, 2018, by and between the REX BKCM Subsidiary I (the “Portfolio”), a Cayman Islands exempted company, and Exchange Traded Concepts, LLC, an Oklahoma limited liability company (the “Adviser”). Capitalized terms not otherwise defined herein have the meanings specified in the Memorandum and Articles of Association of the Portfolio (as amended, restated or otherwise modified from time to time, the “Articles”).
AGREEMENT AND DECLARATION OF TRUST as of September 10, 2012 of EXCHANGE TRADED CONCEPTS TRUST II a Delaware Statutory Trust Principal Place of Business: 2545 South Kelly Avenue, Suite C Edmond, Oklahoma 73013Trust Agreement • September 10th, 2012 • Exchange Traded Concepts Trust II • Delaware
This DECLARATION OF TRUST is made and entered into as of the date set forth below by the Trustee named hereunder (“Initial Trustee”) for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust • Delaware
THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made by and between each registered open-end investment company (each, a “Registrant”), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an “Acquiring Fund” or “Acquired Fund” pursuant to the applicable schedule), each severally and not jointly.
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust • Massachusetts
This Fund of Funds Investment Agreement (this “Agreement”), is effective as of November 17, 2022 (the “Effective Date”), is made among Exchange Traded Concepts Trust and Exchange Listed Funds Trust, on behalf of their series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and The Select Sector SPDR Trust, on behalf of each of its series listed on Schedule B, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
Horizons ETF Trust I c/o Horizons ETFs Management (US) LLC 1350 Avenue of the Americas, 33rd Floor New York, NY 10019Agreement and Plan of Reorganization • April 19th, 2017 • Horizons ETF Trust I
Re: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF _________ __, 2017 (THE "AGREEMENT"), BY AND AMONG HORIZONS ETF TRUST I ("HETF") on behalf of ITS SERIES, HORIZONS S&P 500® COVERED CALL ETF (THE "NEW Fund"), EXCHANGE LISTED FUNDS TRUST ("ELFT") on behalf of ITS SERIES, HORIZONS S&P 500® COVERED CALL ETF (THE "EXISTING FUND") AND, SOLELY WITH RESPECT TO SECTION 5 THEREOF, HORIZONS ETFs management (usa) llc
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT HORIZONS ETF TRUST IInvestment Advisory Agreement • May 19th, 2017 • Horizons ETF Trust I • Delaware
AGREEMENT, made this 27th day of January, 2017, and amended and restated on the 9th day of March, 2017, among Horizons ETF Trust I (“Trust”), on behalf of its series set forth on Schedule A, as may be amended from time to time (each, a “Fund” and, together, the “Funds”) and Horizons ETFs Management (US) LLC, a Delaware limited liability company (“Adviser”).
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust • New York
This Fund of Funds Investment Agreement (this “Agreement”), dated as of January 19, 2022 (the “Effective Date”), is made among Exchange Traded Concepts Trust and Exchange Listed Funds Trust (referred to as the “Trust”), on behalf of their series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and SPDR S&P 500 ETF Trust and SPDR Dow Jones Industrial Average ETF Trust, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
SERVICES AGREEMENT EXCHANGE TRADED CONCEPTS TRUST II and CITI FUND SERVICES OHIO, INC. EFT Combined Services V.8.28.12Services Agreement • June 3rd, 2013 • Exchange Traded Concepts Trust II • New York
BNY MELLON ETF INVESTMENT ADVISER, LLC FORM FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust
THIS AGREEMENT, is made this 1st of June, 2022, by and among each registrant identified on Schedule A (each, an "Acquiring Trust"), on behalf of itself and its current and future series identified on Schedule A, severally and not jointly (each, an "Acquiring Fund" and collectively, the "Acquiring Funds"), and each registrant identified on Schedule B (each, an "Acquired Trust"), on behalf of itself and its respective series identified on Schedule B, severally and not jointly (each, an "Acquired Fund" and collectively the "Acquired Funds" and together with the Acquiring Funds, the "Funds"), and shall become effective on June 1, 2022 (the "Effective Date").
SUBADVISORY AGREEMENTSubadvisory Agreement • December 18th, 2023 • Exchange Listed Funds Trust • Delaware
THIS SUBADVISORY AGREEMENT (the “Agreement”) made as of this 5th day of December, 2023 by and between Exchange Traded Concepts, LLC, an Oklahoma limited liability company, with its principal place of business at 10900 Hefner Pointe Dr. Ste. 400 Oklahoma City, OK 73120 (the “Adviser”) and Bancreek Capital Advisors, LLC, a Delaware limited liability company, with its principal place of business at 401 N Wilshire Blvd., Ste. 1200, Santa Monica, CA 90401 (the “Sub-Adviser”), with respect to each series of the Trust identified on Schedule A to this Agreement (each a “Fund” and collectively, the “Funds”), which may be amended from time to time.
ETC FORM OF RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • December 18th, 2023 • Exchange Listed Funds Trust
THIS AGREEMENT, dated as of __________, [between/among] [the/each] Acquiring Fund(s)[, severally and not jointly] (each, an “Acquiring Fund”), and [the/each] Acquired Fund(s)[, severally and not jointly] (each, an “Acquired Fund” and together with the Acquiring Fund[s], the “Funds”), listed on Schedule A.
APPENDIX A - FORM OF AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 18th, 2020 • Investment Managers Series Trust • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this __ day of ___ 2020, by and among Exchange Listed Funds Trust (the “Trust”), a Delaware statutory trust, with its principal place of business at 10900 Hefner Pointe Drive, Suite 207, Oklahoma City, Oklahoma 73120, on behalf of its series Knowledge Leaders Developed World ETF (the “Acquired Fund”), Investment Managers Series Trust (the “IMST Trust”), a Delaware statutory trust, with its principal place of business at 235 West Galena Street, Milwaukee, Wisconsin 53212, on behalf of its series Knowledge Leaders Developed World ETF (the “Acquiring Fund” and, together with the Acquired Fund, the “Funds”) and, solely with respect to Article IX, Knowledge Leaders Capital, LLC, the investment adviser to the Acquiring Fund (“KL”), with its principal place of business at 1600 Broadway, Suite 1600, Denver, Colorado 80202, UMB Fund Services, Inc. (“UMBFS”), with its principal place of business at 235 West Galena Street,
INTERIM SUB-ADVISORY AGREEMENTInterim Sub-Advisory Agreement • March 20th, 2015 • Exchange Traded Concepts Trust II • New York
INTERIM SUB-ADVISORY AGREEMENT (the “Agreement”) made as of this 16th of January, 2015 by and between Exchange Traded Concepts, LLC, an Oklahoma limited liability company, with its principal place of business at 2545 S. Kelly Avenue, Suite C, Edmond, Oklahoma 73013 (the “Adviser”) and Horizons ETFs Management (USA) LLC, a Delaware limited liability company with its principal place of business at One Bryant Park, 39th Floor, New York, NY 10036 (the “Sub-Adviser”), with respect to each series of the Trust identified on Schedule A to this Agreement (each a “Fund” and collectively, the “Funds”).
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust
THIS AGREEMENT, dated as of January 19, 2022, between the Investing Fund(s), severally and not jointly (each, an “Investing Fund”), and the Vanguard Fund(s), severally and not jointly (each, a “Vanguard Fund” and together with the Investing Funds, the “Funds”), listed on Schedule A.
GOLDMAN SACHS TRUST GOLDMAN SACHS VARIABLE INSURANCE TRUST GOLDMAN SACHS ETF TRUST GOLDMAN SACHS TRUST II RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust
ADVISORY AGREEMENTAdvisory Agreement • June 3rd, 2013 • Exchange Traded Concepts Trust II • Delaware
ADVISORY AGREEMENT (the “Agreement”) made as of this 23rd day of May, 2013 by and between EXCHANGE TRADED CONCEPTS TRUST II (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and EXCHANGE TRADED CONCEPTS, LLC, an Oklahoma limited liability company with its principal place of business at 2545 S. Kelly Ave. Ste. C Edmond, OK 73013 (the “Adviser”).
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust • Massachusetts
This Fund of Funds Investment Agreement (this “Agreement”), dated as of May 10, 2022 (the “Effective Date”), is made among Exchange Traded Concepts Trust and Exchange Listed Funds Trust, on behalf of their series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and SPDR Series Trust, SPDR Index Shares Funds and SSGA Active Trust (each, a “Trust”), each on behalf of their series listed on Schedule B, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
ADMINISTRATION AGREEMENTAdministration Agreement • March 4th, 2016 • Exchange Listed Funds Trust • Wisconsin
THIS ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this 19th day of June, 2015, by and between Exchange Listed Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of the Funds (as defined herein), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Administrator”).
WISDOMTREE TRUST FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust
This Fund of Funds Investment Agreement (“Agreement”) is made as of this 19 day of January, 2022, by and between WisdomTree Trust (the “Trust”), on behalf of each of its current and future series, severally and not jointly (each, an “Acquired Fund”) and the registered investment company, on behalf of each of its current and future series, severally and not jointly, set forth on Appendix A (each an “Acquiring Fund”).
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • March 31st, 2023 • Exchange Listed Funds Trust
THIS FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of January 19, 2022 (“Effective Date”), is made among Exchange Traded Concepts Trust and Exchange Listed Funds Trust, on behalf of each of their series listed in Schedule A (each, an “Acquiring Fund”) and the Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust, on behalf of each of their series (except such series listed on Schedule B, as may be amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).
FUND ADMINISTRATION AND ACCOUNTING AGREEMENTFund Administration and Accounting Agreement • March 4th, 2016 • Exchange Listed Funds Trust • New York
THIS AGREEMENT is made as of June 19, 2015 by and between Exchange Listed Funds Trust (the “Trust”), on behalf of each series listed on the Exhibit A hereto (each a “Series”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).
