CSOP ETF Trust Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • January 28th, 2016 • CSOP ETF Trust • Delaware

AMENDED AND RESTATED ADVISORY AGREEMENT (the “Agreement”) made as of this 29th day of September, 2015 by and between CSOP ETF 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 CSOP ASSET MANAGEMENT LIMITED, a subsidiary of China Southern Asset Management Co. Limited with its registered office at Suite 2802, Two Exchange Square, Connaught Place, Central, Hong Kong (the “Adviser”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2015 • CSOP ETF Trust • Delaware

THIS AGREEMENT is made as of February 5, 2015, between CSOP ETF Trust, a Delaware statutory trust (the “Fund”), on behalf of each series listed in Appendix A hereto, and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

Board of Trustees CSOP ETF Trust Two Exchange Square Central Hong Kong Board of Trustees Pacer Funds Trust Malvern, PA 19355
Pacer Funds Trust • November 13th, 2019

Re: Agreement and Plan of Reorganization, dated as of [●], 2019 (the “Agreement”), by and among (i) CSOP ETF Trust, a Delaware statutory trust (“CSOP”), on behalf of its series, the CSOP FTSE China ASO ETF (the “Target Fund”); (ii) Pacer Funds Trust, a Delaware statutory trust (“PFT”), on behalf of its series, the Pacer CSOP FTSE China ASO ETF (the “Acquiring Fund”); and (iii) solely for the purposes of Section 8.2 of the Agreement, Pacer Advisors, Inc., the investment adviser to the Acquiring Fund, and CSOP Asset Management Limited, the investment adviser to the Target Fund.

DISTRIBUTION AGREEMENT
Distribution Agreement • January 29th, 2019 • CSOP ETF Trust • Delaware

THIS AGREEMENT (the “Agreement”) is made as of April 16, 2018, between CSOP ETF Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

Amendment No. 1 to Distribution Agreement
Distribution Agreement • January 28th, 2016 • CSOP ETF Trust

This Amendment, dated as of October 7, 2015, to the Distribution Agreement (this “Amendment”), by and between CSOP ETF Trust (the “Trust”), a Delaware statutory trust and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”).

FIRST AMENDMENT TO ADMINISTRATIVE AGENCY AGREEMENT
Administrative Agency Agreement • January 28th, 2016 • CSOP ETF Trust

THIS FIRST AMENDMENT TO ADMINISTRATIVE AGENCY AGREEMENT (this “Amendment”) is made as of October 12, 2015 by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Administrator”), and CSOP ETF Trust, a Delaware statutory trust (the “Fund”), on behalf of each of its portfolios listed on Appendix A to the Agreement (as defined below), severally and not jointly (each a “Portfolio” and collectively, the “Portfolios”), registered with the Securities and Exchange Commission under the Investment Company Act of 1940.

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • November 30th, 2015 • CSOP ETF Trust • Delaware

AMENDED AND RESTATED ADVISORY AGREEMENT (the “Agreement”) made as of this 29th day of September, 2015 by and between CSOP ETF 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 CSOP ASSET MANAGEMENT LIMITED, a subsidiary of China Southern Asset Management Co. Limited with its registered office at Suite 2802, Two Exchange Square, Connaught Place, Central, Hong Kong (the “Adviser”).

AUTHORIZED PARTICIPANT AGREEMENT FOR CSOP ETF TRUST
Authorized Participant Agreement • February 27th, 2015 • CSOP ETF Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and [___________________] (the “Participant”), and is subject to acceptance by Brown Brothers Harriman & Co. (the “Index Receipt Agent” or “Transfer Agent”), as the Transfer Agent, ETF Administrator and index receipt agent for each series, as set forth in Annex I hereto (each a “Fund”), of CSOP ETF Trust (the “Trust”). The Distributor, the Transfer Agent and the 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.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 27th, 2015 • CSOP ETF Trust

EXPENSE LIMITATION AGREEMENT, effective as of February 27, 2015 by and between CSOP Asset Management Limited (the “Adviser”) and CSOP ETF Trust (the “Trust”) (the “Agreement”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

FIRST AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • January 28th, 2016 • CSOP ETF Trust

THIS FIRST AMENDMENT TO CUSTODIAN AGREEMENT (this “Amendment”) is made as of October 12, 2015 by and between BROWN BROTHERS HARRIMAN & CO., a limited partnership organized under the laws of the State of New York (the “Custodian”), and CSOP ETF Trust, a Delaware statutory trust (the “Trust”), on behalf of each of its portfolios listed on Schedule A to the Agreement (as defined below), severally and not jointly (each a “Fund” and collectively, the “Funds”), registered with the Securities and Exchange Commission under the Investment Company Act of 1940.

CUSTODIAN AGREEMENT
Custodian Agreement • February 27th, 2015 • CSOP ETF Trust • New York

THIS AGREEMENT, dated as of February 23, 2015, between CSOP ETF Trust, a statutory trust organized under the laws of the State of Delaware (the Trust), on behalf of its portfolios listed on Schedule A attached hereto, severally and not jointly (each a Fund and, collectively, the Funds), registered with the Securities and Exchange 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).

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 28th, 2016 • CSOP ETF Trust

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, effective as of September 29, 2015 by and between CSOP Asset Management Limited (the “Adviser”) and CSOP ETF Trust (the “Trust”) (the “Agreement”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Form of Investment Sub-Advisory Agreement • November 13th, 2019 • Pacer Funds Trust • Delaware

WHEREAS, the Adviser has entered into an Investment Advisory Agreement (the “Advisory Agreement”) as of [ ], 20[ ] with the Trust, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), under which the Adviser provides advisory services to, among other series of the Trust, the Pacer CSOP FTSE China A50 ETF (as listed on Schedule A hereto, the “Pacer China Fund”).

INITIAL CAPITAL AGREEMENT
Initial Capital Agreement • February 27th, 2015 • CSOP ETF Trust

CSOP ETF Trust (the "Trust"), a Delaware statutory trust, and CSOP Asset Management Limited ("Company"), a corporation organized and existing under the laws of Hong Kong, hereby agree as of 26 February, 2015 as follows:

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