Absolute Shares Trust Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • August 8th, 2014 • Absolute Shares Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 11th day of June, 2014, by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of the Funds (as defined below), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • October 27th, 2021 • Absolute Shares Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 30th day of September 2021, by and between Absolute Shares Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 331 Newman Springs Road, Suite 143, Red Bank, NJ 07701, on behalf of each of the Funds (as defined below), 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.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 8th, 2014 • Absolute Shares Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 11th day of June, 2014, by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each Fund (as defined below), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 8th, 2014 • Absolute Shares Trust • Wisconsin

THIS AGREEMENT is made as of this 11th day of June, 2014 by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each Fund (as defined below) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 8th, 2014 • Absolute Shares Trust • New York

This Investment Advisory Agreement (“Agreement”) is made and entered into as of August 1, 2014, by and between Absolute Shares Trust, a Delaware statutory trust (“Trust”), on behalf of the funds listed on Appendix A, each a series of shares of the Trust (each, a “Fund” and, collectively, “Funds”), and Millington Securities Inc., a corporation organized under the laws of the State of Illinois (“Advisor”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • August 8th, 2014 • Absolute Shares 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 U.S. Bancorp Fund Services, LLC (the “Index Receipt Agent”) as index receipt agent for Absolute Shares Trust (the “Trust”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 8th, 2014 • Absolute Shares Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the 11th day of June, 2014, by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each Fund (as defined below), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 28th, 2020 • Absolute Shares Trust • New York

This Sub-Advisory Agreement (“Agreement”) entered into as of March 5, 2019, by and between Millington Securities Inc., a corporation organized under the laws of the State of Illinois (“Advisor”), and WBI Investments, Inc., a corporation organized under the laws of the State of New Jersey (“Sub-Advisor”).

SECURITIES LENDING AGREEMENT
Securities Lending Agreement • August 8th, 2014 • Absolute Shares Trust • Minnesota

THIS SECURITIES LENDING AGREEMENT (“Agreement”) is made and entered into effective as of the 11th day of June, 2014, by and between U.S. Bank National Association (“Bank”) and Absolute Shares Trust, a Delaware statutory trust, on behalf of each respective series identified in Exhibit A attached hereto and made a part hereof (“Customer”).

FOURTH AMENDMENT TO THEABSOLUTE SHARES TRUST
Theabsolute Shares Trust • May 24th, 2019 • Absolute Shares Trust

THIS FOURTH AMENDMENT, effective as of March 5, 2019, to the Custody Agreement, dated as of June 11, 2014, as amended October 7, 2015, October 1, 2016 and November 11, 2016, (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association ("Custodian").

SEVENTH AMENDMENT TO EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST
Expense Limitation Agreement • October 28th, 2019 • Absolute Shares Trust

This Amendment is effective as of May 22, 2019, by and between the funds listed on Schedule A (each, a “Fund” and, collectively, the “Funds”), each a series of shares of Absolute Shares Trust, a Delaware statutory trust (the “Trust”) and WBI Investments, Inc., a New Jersey corporation (the “Sub-Advisor”).

SECOND AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • October 27th, 2015 • Absolute Shares Trust

THIS SECOND AMENDMENT dated as of the 7th day of October, 2015, to the Fund Administration Servicing Agreement, dated as of June 11, 2014, as amended April 7, 2015 (the "Agreement"), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • May 24th, 2019 • Absolute Shares Trust

THIS FIFTH AMENDMENT, effective as of March 5, 2019, to the Fund Accounting Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015, October 1, 2016 and November 11, 2016 (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT TO THE ABSOLUTE SHARES TRUST CUSTODY AGREEMENT
Custody Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS SECOND AMENDMENT, effective as of October 1, 2016, to the Custody Agreement, dated as of June 11, 2014, as amended October 7, 2015 (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association (“Custodian”).

FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • May 24th, 2019 • Absolute Shares Trust

THIS FIFTH AMENDMENT, effective as of March 05, 2019, to the Fund Administration Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015, October 1, 2016 and November 11, 2016, (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC U.S. BANCORP FUND SERVICES, LLC, d/b/a U.S. Bank Global Fund Services a Wisconsin limited liability company (“Fund Services”).

ELEVENTH AMENDMENT TO EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST
Expense Limitation Agreement • October 27th, 2023 • Absolute Shares Trust

This Amendment is effective as of June 13, 2023, by and between the funds listed on Schedule A (each, a “Fund” and, collectively, the “Funds”), each a series of shares of Absolute Shares Trust, a Delaware statutory trust (the “Trust”) and WBI Investments, LLC., a Delaware corporation (the “Sub-Advisor”).

SECOND AMENDMENT TO THE ABSOLUTE SHARES TRUST TRANSFER AGENT SERVICING AGREEMENT
Agent Servicing Agreement • October 27th, 2015 • Absolute Shares Trust

THIS SECOND AMENDMENT dated as of the 7th day of October, 2015, to the Transfer Agent Servicing Agreement, dated as of June 11, 2014, as amended April 7, 2015 (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FOURTH AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS FOURTH AMENDMENT, effective as of November 11, 2016, to the Fund Accounting Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015 and October 1, 2016, (the "Agreement"), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

THIRD AMENDMENT TO THE ABSOLUTE SHARES TRUST TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS THIRD AMENDMENT, effective as of October 1, 2016, to the Transfer Agent Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015 and October 7, 2015, (the "Agreement"), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

SECOND AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • October 27th, 2015 • Absolute Shares Trust

THIS SECOND AMENDMENT dated as of the 7th day of October, 2015, to the Fund Accounting Servicing Agreement, dated as of June 11, 2014, as amended April 7, 2015 (the "Agreement"), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

THIRD AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS THIRD AMENDMENT, effective as of October 1, 2016, to the Fund Accounting Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015 and October 7, 2015, (the "Agreement"), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

THIRD AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS THIRD AMENDMENT, effective as of October 1, 2016, to the Fund Administration Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015 and October 7, 2015, (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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Investment Advisory Agreement Appendix A
Investment Advisory Agreement • November 23rd, 2016 • Absolute Shares Trust

As of the date of this Agreement, the Advisor has delegated its affiliate, the Sub-Advisor, to receive such Advisor’s fee in consideration of the services to be provided pursuant to the Sub-Advisory Agreement.

FOURTH AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS FOURTH AMENDMENT, effective as of November 11, 2016, to the Fund Administration Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015 and October 1, 2016, (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Distribution Agreement
Distribution Agreement • May 24th, 2019 • Absolute Shares Trust

THIS DISTRIBUTION AGREEMENT (“Agreement”) is by and between Foreside Fund Services, LLC (the “Distributor”) and Absolute Shares Trust (“Fund Company”).

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • October 27th, 2015 • Absolute Shares Trust • Delaware

This First Amendment ("Amendment") to the Distribution Agreement (the "Agreement") dated as of June 11, 2014, by and between Absolute Shares Trust, a Delaware statutory trust (the "Trust"), and Foreside Fund Services, LLC, a Delaware limited liability company ("Foreside"), is entered into as of August 5, 2015 (the "Effective Date").

SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • November 23rd, 2016 • Absolute Shares Trust • Delaware

This Second Amendment ("Amendment") to the Distribution Agreement, dated as of June 11, 2014 (the "Agreement"), by and between Absolute Shares Trust, a Delaware statutory trust (the "Trust"), and Foreside Fund Services, LLC, a Delaware limited liability company ("Foreside"), is entered into as of November 3, 2016 (the "Effective Date").

THIRD AMENDMENT TO EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST
Expense Limitation Agreement • November 23rd, 2016 • Absolute Shares Trust

This Amendment is made and entered into effective as of May 19, 2016, by and between the funds listed on Schedule A (each, a “Fund” and, collectively, the “Funds”), each a series of shares of Absolute Shares Trust, a Delaware statutory trust (the “Trust”) and WBI Investments, Inc., a New Jersey corporation (the “Sub-Advisor”).

SECOND AMENDMENT TO EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST
Expense Limitation Agreement • October 27th, 2015 • Absolute Shares Trust

This Amendment is made and entered into effective as of August 5, 2015, by and between the funds listed on Schedule A (each, a “Fund” and, collectively, the “Funds”), each a series of shares of Absolute Shares Trust, a Delaware statutory trust (the “Trust”) and WBI Investments, Inc., a New Jersey corporation (the “Sub-Advisor”).

ABSOLUTE SHARES TRUST INVESTMENT ADVISORY AGREEMENT Appendix A (Name changes in effect as of October 25, 2019)
Investment Advisory Agreement • October 28th, 2020 • Absolute Shares Trust

As of the date of this Agreement, the Advisor has delegated its affiliated, the Sub-Advisor, to receive such Advisor’s fee in consideration of the services to be provided pursuant to the Sub-Advisory Agreement.

SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • May 24th, 2019 • Absolute Shares Trust • Delaware

This second Amendment (this “Amendment”) to the Distribution Agreement dated as of May 31, 2017 as novated (the “Agreement”), is entered into on March 5, 2019 (the “Execution Date”) by and between Absolute Shares Trust (the “Trust”) and Foreside Fund Services, LLC (''Foreside”), with an effective date of March 5, 2019 (the “Effective Date”).

EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST
Expense Limitation Agreement • August 8th, 2014 • Absolute Shares Trust

This Agreement is made and entered into effective as of August 1, 2014, by and between the funds listed on Schedule A (each, a “Fund” and, collectively, the “Funds”), each a series of shares of Absolute Shares Trust, a Delaware statutory trust (the “Trust”) and WBI Investments, Inc., a New Jersey corporation (the “Sub-Advisor”).

THIRD AMENDMENT TO THE ABSOLUTE SHARES TRUST CUSTODY AGREEMENT
Custody Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS THIRD AMENDMENT, effective as of November 11, 2016, to the Custody Agreement, dated as of June 11, 2014, as amended October 7, 2015 and October 1, 2016 (the "Agreement"), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the "Trust") and U.S. BANK, N.A., a national banking association ("Custodian").

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 28th, 2020 • Absolute Shares Trust • New York

This Investment Advisory Agreement (“Agreement”) is made and entered into as of March 5, 2019, by and between Absolute Shares Trust, a Delaware statutory trust (“Trust”), on behalf of the funds listed on Appendix A, each a series of shares of the Trust (each, a “Fund” and, collectively, “Funds”), and Millington Securities Inc., a corporation organized under the laws of the State of Illinois (“Advisor”).

FOURTH AMENDMENT TO THE ABSOLUTE SHARES TRUST TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS FOURTH AMENDMENT, effective as of November 11, 2016, to the Transfer Agent Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015 and October 1, 2016 (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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