AMENDED AND RESTATED DISTRIBUTION AGREEMENTDistribution Agreement • March 8th, 2016 • Pointbreak ETF Trust • Colorado
THIS AMENDED AND RESTATED AGREEMENT is made as of December 14, 2015, between Pointbreak ETF Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • March 8th, 2016 • Pointbreak ETF Trust • Delaware
This Amended and Restated Investment Advisory Agreement is made and entered into as of December 14, 2015, by and between Pointbreak ETF Trust, a Delaware trust (the “Trust”), on behalf of each fund set forth on Appendix A, each a series of shares of the Trust (each a “Fund” and collectively the “Funds”), and Pointbreak Advisers LLC, a Delaware limited liability company (the “Adviser”).
EXPENSE LIMITATION AGREEMENT POINTBREAK ETF TRUSTExpense Limitation Agreement • May 20th, 2016 • Pointbreak ETF Trust
This Agreement is made and entered into effective as of December 14, 2015, by and between the Pointbreak Internet Security Index Fund (formerly, the Pointbreak Internet Security Index Fund) (the “Fund”), a series of shares of Pointbreak ETF Trust, a Delaware statutory trust (the “Trust”) and Pointbreak Advisers LLC, a Delaware limited liability company (the “Adviser”).
ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • July 25th, 2016 • Pointbreak ETF Trust • Delaware
This Distribution Agreement (the “Agreement”) is made this 25th day of July 2016, by and between Pointbreak ETF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 915 Creed Road, Oakland, CA 94610, 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.
AUTHORIZED PARTICIPANT AGREEMENT FOR POINTBREAK ETF TRUSTAuthorized Participant Agreement • March 8th, 2016 • Pointbreak ETF Trust • New York
This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and (the “Authorized Participant” or “AP”) and is subject to acceptance by Brown Brothers Harriman & Co. (“ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for Pointbreak ETF Trust (the “Trust”) and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor, the Transfer Agent and the Authorized 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. The Distributor has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the distribution of Creation Units (as defined below) of each of the separate investment portfolios of the Trust (e
AMENDED AND RESTATED CUSTODIAN AND TRANSFER AGENT AGREEMENTCustodian and Transfer Agent Agreement • March 8th, 2016 • Pointbreak ETF Trust • New York
THIS AMENDED AND RESTATED AGREEMENT, dated as of December 14, 2015, between Pointbreak ETF Trust (the Trust, including its separate series, the Funds), a management investment company organized under the laws of the State of Delaware and registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act), on behalf of its Funds listed on Exhibit A 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).
ContractSecurities Lending Agency Agreement • October 20th, 2015 • Pointbreak ETF Trust • New York
FORM OF SECURITIES LENDING AGENCY AGREEMENT dated as of [ ] between each of the investment companies listed on Schedule 1 hereto (each, the “Fund”), and Brown Brothers Harriman & Co., a New York limited partnership with an office in Boston, Massachusetts (“BBH&Co.”).
APPENDIX A INVESTMENT ADVISORY AGREEMENT DATED AS OF DECEMBER 14, 2015 (AS AMENDED MAY 2, 2016)Investment Advisory Agreement • May 2nd, 2016 • Pointbreak ETF Trust
FORM OF LICENSE AGREEMENTLicense Agreement • May 2nd, 2016 • Pointbreak ETF Trust • New York
LICENSE AGREEMENT (the “Agreement”), dated as of 2016 (the “Commencement Date”) by and between FactSet Research Systems Inc. (“LICENSOR”), a Delaware corporation, having an office at 601 Merritt 7, Norwalk, CT 06851, and Pointbreak Advisers LLC (the “Adviser”) on behalf of itself and its subsidiary Pointbreak ETF Trust (the “Trust”), (the Adviser and the Trust are collectively referred to as “Licensee”), the Adviser and the Trust are each organized under the laws of the state of Delaware, and the Adviser and Trust having an office at 915 Creed Road, Oakland, CA 94610.
FORM OF AUTHORIZED PARTICIPANT AGREEMENT FOR POINTBREAK ETF TRUSTAuthorized Participant Agreement • July 25th, 2016 • Pointbreak ETF Trust • New York
This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and [Participant] (the “Participant”), and is subject to acceptance by Brown Brothers Harriman & Co. (the “Index Receipt Agent”), and is further subject to acknowledgement and agreement by Pointbreak ETF Trust (the “Trust”) solely with respect to Sections 11(c) and 15 herein.
FORM OF INITIAL CAPITAL AGREEMENTInitial Capital Agreement • October 20th, 2015 • Pointbreak ETF Trust
THIS INITIAL CAPITAL AGREEMENT is entered into as of October 16, 2015 by and between POINTBREAK ADVISERS LLC with its principal office at 915 Creed Road, Oakland CA 94610 (“Purchaser”) and POINTBREAK ETF TRUST, a Delaware statutory trust, with its principal office at 915 Creed Road, Oakland, CA 94610 (the “Trust”).
Index License Agreement between Solactive AG Guiollettstr. 54 60325 Frankfurt am Main - hereinafter referred to as “Solactive” - and Pointbreak Advisers LLC on behalf of itself and Pointbreak ETF Trust - hereinafter referred to as “Licensee” - jointly...Index License Agreement • October 20th, 2015 • Pointbreak ETF Trust
Marketing Agreement for Vendors and Re-vendors, this shall not give rise to any claims on the part of the Licensee against Solactive. If Solactive becomes aware of any abuse, it will however endeavour to prohibit it as soon as possible.
APPENDIX A INVESTMENT ADVISORY AGREEMENT DATED AS OF DECEMBER 14, 2015 (AS AMENDED MAY 24, 2016)Investment Advisory Agreement • May 20th, 2016 • Pointbreak ETF Trust
APPENDIX A INVESTMENT ADVISORY AGREEMENT DATED AS OF DECEMBER 14, 2015 (AS AMENDED MARCH 28, 2016)Investment Advisory Agreement • March 29th, 2016 • Pointbreak ETF Trust
