Gabelli Nextshares Trust Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

THIS INVESTMENT ADVISORY AGREEMENT, dated May 15, 2018, is by and between The Gabelli NextShares Trust, a Delaware statutory trust, on behalf of Gabelli Pet Parents’TM NextSharesTM (the “Trust” and the “Fund,” respectively), and Gabelli Funds, LLC (the “Adviser”), a New York limited liability company. This Agreement shall be effective as of the day the Fund commences its investment operations (the “Launch Date”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated February 22, 2017, is by and between The Gabelli NextShares Trust, a Delaware statutory trust, on behalf of Gabelli RBI NextShares (the "Trust" and the "Fund", respectively), and Gabelli Funds, LLC (the "Adviser"), a New York limited liability company. This Agreement shall be effective as of the day the Fund commences its investment operations (the “Launch Date”).

Gabelli NextShares Trust GABELLI EQUITY INCOME NEXTSHARES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the [ ] day of [ ], 2016, by and between Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli Equity Income NextShares (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”).

AMENDED AND RESTATED DISTRIBUTION AGREEMENT FOR THE GABELLI NEXTSHARES TRUST
Distribution Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

This Distribution Agreement (the “Agreement”), dated May 15, 2018, between the Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), and G.distributors, LLC, a Delaware limited liability company (the “Distributor”).

Gabelli NextShares Trust GABELLI RBI NEXTSHARES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 14th, 2017 • Gabelli Nextshares Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the [ ] day of [ ], 2017, by and between Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli RBI NextShares (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”).

CUSTODY AGREEMENT by and among _____________________________, for and on behalf of each of the entitles listed on Appendix A and in its individual capacity and _____________________________ CUSTODY AGREEMENT
Custody Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

THIS CUSTODY AGREEMENT, effective as of the ____day of __________ (“Agreement”) by and among ___________________ (the “Client”), a corporation organized under the laws of ________, for and on behalf of each of the entities listed on Appendix A attached hereto (each individually the “Account”) and in its individual capacity, and ___________________ (the “Custodian”).

Gabelli NextShares Trust GABELLI RBI NEXTSHARES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is by and between Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli RBI NextShares (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”). This Agreement shall be effective as of the day the Fund commences its investment operations (the “Launch Date”).

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • June 20th, 2017 • Gabelli Nextshares Trust • New York

This Amendment (“Amendment”) is made as of the 30th day of November, 2016, by and among GAMCO INVESTORS, INC. (“Client”), for and on behalf of each of the entities listed on Appendix A to the Custody Agreement and in its individual capacity (each individually the “Account”) and THE BANK OF NEW YORK MELLON (successor by operation of law to Mellon Trust of New England, N.A.) (“BNY Mellon”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Agency and Service Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

THIS AGREEMENT is made as of the ______ day of __________, 20__, by and between each Trust (hereinafter each a “Trust”, and collectively the “Trusts” as applicable) listed on Appendix A hereto (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”).

AUTHORIZED PARTICIPANT AGREEMENT GABELLI NEXTSHARES TRUST
Authorized Participant Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between G.distributors, LLC (the “Distributor”) and _____________ (the “Participant”) and is subject to acceptance by The Bank of New York Mellon (the “Transfer Agent”) and is further subject to acknowledgement and agreement by Gabelli NextShares Trust (the “Trust”) solely with respect to Sections 7(b) and 20(b) herein. The Distributor, the Participant, and the Transfer Agent acknowledge and agree that the Trust and each current and future series thereof (each, a “Fund,” and collectively, the “Funds”) shall be third-party beneficiaries of this Agreement and shall receive the benefits contemplated by this Agreement to the extent specified herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund (together with the Statement of Additional Information (“SAI”) incorporated therein, the “Prospectus”).

INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • November 17th, 2016 • Gabelli Nextshares Trust

The Gabelli NextShares Trust (the “Trust”), a Delaware statutory trust, and GAMCO Investors, Inc. (the “Purchaser”), a Delaware corporation, hereby agree as follows:

Appendix A
Gabelli Nextshares Trust • June 20th, 2017

THIS APPENDIX A, amended and restated as of June 1, 2017, is the Appendix A to that certain Custody Agreement between GAMCO INVESTORS, INC. and THE BANK OF NEW YORK MELLON dated June 10, 2008, as amended.

Gabelli NextShares Trust GABELLI MEDIA MOGUL NEXTSHARES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 14th, 2017 • Gabelli Nextshares Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 17th day of November, 2016, by and between Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli Media Mogul NextShares (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”).

Appendix A
Gabelli Nextshares Trust • June 18th, 2018

THIS APPENDIX A, amended and restated as of May 15, 2018, is the Appendix A to that certain Custody Agreement between GAMCO INVESTORS, INC. and THE BANK OF NEW YORK MELLON dated June 10, 2008, as amended.

Gabelli NextShares Trust GABELLI Pet ParentS’TM NEXTSHARESTM OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is and between Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli Pet Parents’TM NextSharesTM (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”). This Agreement shall be effective as of the day the Fund commences its investment operations (the “Launch Date”).

Gabelli NextShares Trust GABELLI small cap growth NEXTSHARES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • March 14th, 2017 • Gabelli Nextshares Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the [ ] day of [ ], 2017, by and between Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli Small Cap Growth NextShares (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”).

INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • June 20th, 2017 • Gabelli Nextshares Trust

The Gabelli NextShares Trust (the “Trust”), a Delaware statutory trust, and GAMCO Investors, Inc. (the “Purchaser”), a Delaware corporation, hereby agree as follows:

INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • June 18th, 2018 • Gabelli Nextshares Trust

The Gabelli NextShares Trust (the “Trust”), a Delaware statutory trust, and GAMCO Investors, Inc. (the “Purchaser”), a New York limited liability company, hereby agree as follows:

gabelli nextshares trust AMENDED AND RESTATED agreement and DECLARATION of trust
And Restated Agreement and Declaration of Trust • November 17th, 2016 • Gabelli Nextshares Trust

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Gabelli NextShares Trust, a Delaware statutory trust, made as of August 16, 2016, by the undersigned Trustees.

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