Strategic Trust Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 29th, 2023 • Strategic Trust • Delaware

Sub-Advisory Agreement (this “Agreement”) entered into as of the 28th day of September, 2023, by and between Kelly Strategic Management, LLC, a Colorado limited liability company with its principal place of business at 7887 East Belleview Avenue, Suite 1100, Denver, Colorado 80111 (the “Adviser”), and Teucrium Investment Advisors LLC, a registered investment advisor organized under the laws of the State of Delaware (the “Sub-Adviser”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 29th, 2023 • Strategic Trust • Delaware

Sub-Advisory Agreement (this “Agreement”) entered into as of the 28th day of September, 2023, by and between Kelly Strategic Management, LLC, a Colorado limited liability company with its principal place of business at 7887 East Belleview Avenue, Suite 1100, Denver, Colorado 80111 (the “Adviser”), and Teucrium Investment Advisors LLC, a registered investment advisor organized under the laws of the State of Delaware (the “Sub-Adviser”).

Redacted Fee Schedule has been excluded because it is both
Custody Agreement • May 24th, 2023 • Strategic Trust • Minnesota

THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between STRATEGIC TRUST, a Delaware statutory trust, (the "Trust"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the "Custodian").

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 29th, 2023 • Strategic Trust • Delaware

This Investment Advisory Agreement (“Agreement”) is made and entered into as of September 28, 2023, by and between Kelly Ethereum Ether Strategy ETF, Ltd., a Cayman Islands exempted company (the “Company”) and Kelly Strategic Management, LLC, a Colorado limited liability company (“Adviser”).

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 29th, 2023 • Strategic Trust

THIS FIRST AMENDMENT effective as of the last date on the signature block, to the Transfer Agent Servicing Agreement, dated as of December 20, 2021, (the "Agreement"), is entered into by and between STRATEGIC TRUST, a Delaware statutory trust (the "Trust"), formerly known as Kelly Strategic ETF Trust, and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company ("USBGFS").

STRATEGIC TRUST SECOND AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Strategic Trust • September 29th, 2023 • Strategic Trust

This Second Amendment (the “Amendment”) to the Investment Advisory Agreement by and between Strategic Trust, a Delaware statutory trust (the “Trust”), on behalf of funds listed on Appendix A (each, a “Fund” and together, the “Funds”) and Kelly Strategic Management, LLC, doing business as Kelly Intelligence, a limited liability company organized under the laws of the State of Colorado (“Adviser”), dated November 2, 2021 (the “Agreement”), is made and entered into as of [ ], 2023 by the Trust and the Adviser. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

KELLY STRATEGIC ETF TRUST FEE WAIVER AGREEMENT
Kelly Strategic Etf Trust Fee Waiver Agreement • December 22nd, 2022 • Kelly Strategic ETF Trust • Delaware

THIS FEE WAIVER AGREEMENT (the “Agreement”) is entered into on May 1, 2022, by and between Kelly Strategic ETF Trust, a Delaware statutory trust (the “Trust”), on behalf of the Kelly Residential & Apartment Real Estate ETF (the “Fund”), a series of the Trust, and Kelly Strategic Management, LLC (the “Adviser”), the Fund’s investment adviser.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 24th, 2023 • Strategic Trust • Delaware

This Investment Advisory Agreement (“Agreement”) is made and entered into as of May 23, 2023, by and between Strategic 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 Running Oak Capital LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

Redacted Fee Schedule has been excluded because it is both
Transfer Agent Servicing Agreement • May 24th, 2023 • Strategic Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between STRATEGIC TRUST, a Delaware statutory trust (the "Trust") U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company ("USBGFS").

FIRST AMENDMENT TO THE ETF FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • September 29th, 2023 • Strategic Trust

THIS FIRST AMENDMENT effective as of the last date on the signature block, to the ETF Fund Accounting Servicing Agreement, dated as of December 20, 2021, (the "Agreement"), is entered into by and between STRATEGIC TRUST, a Delaware statutory trust (the "Trust"), formerly known as Kelly Strategic ETF Trust, and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company ("USBGFS").

FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 29th, 2023 • Strategic Trust

THIS FIRST AMENDMENT effective as of the last date on the signature block, to the Fund Administration Servicing Agreement, dated as of December 20, 2021, (the "Agreement"), is entered into by and between STRATEGIC TRUST, a Delaware statutory trust (the "Trust"), formerly known as Kelly Strategic ETF Trust, and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company ("USBGFS").

Redacted Fee Schedule has been excluded because it is both
Sub-Administration Servicing Agreement • May 24th, 2023 • Strategic Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between STRATEGIC SERVICES, LLC (“the Company”), with respect to STRATEGIC TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANCORP GLOBAL FUND SERVICES, a Wisconsin limited liability company (“USBGFS”).

FIRST AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • September 29th, 2023 • Strategic Trust • Delaware

This first amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of January 13, 2022, by and between Kelly Strategic ETF Trust and Foreside Fund Services, LLC (together, the “Parties”) is effective as of ___________, 2023.

Redacted Fee Schedule has been excluded because it is both
Fund Accounting Servicing Agreement • May 24th, 2023 • Strategic Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between STRATEGIC TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 24th, 2023 • Strategic Trust • Delaware

THIS FUND ADMINISTRATION SERVICING AGREEMENT (the “Agreement”) is made and entered into as of May 23, 2023 by and between Strategic Trust, a Delaware statutory trust (the “Trust”) and Strategic Services LLC, a Delaware limited liability company (“Strategic Services”).

FIRST AMENDMENT TO THE ETF CUSTODY AGREEMENT
Etf Custody Agreement • September 29th, 2023 • Strategic Trust

THIS FIRST AMENDMENT effective as of the last date on the signature block, to the ETF Custody Agreement, dated as of December 20, 2021, (the "Agreement"), is entered into by and between STRATEGIC TRUST, a Delaware statutory trust (the "Trust"), formerly known as Kelly Strategic ETF Trust, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the "Custodian").

STRATEGIC TRUST ADDENDUM TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 29th, 2023 • Strategic Trust

This Addendum (the “Addendum”) to the Fund Administration Servicing Agreement dated December 20, 2021, (the “Agreement”) is entered into by and between STRATEGIC TRUST (the “Company”) and U.S. Bancorp Fund Services, LLC (“USBFS”).

FIRST AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • May 24th, 2023 • Strategic Trust

This first amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of January 13, 2022, by and between Kelly Strategic ETF Trust (“Trust”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of May 23, 2023 (the “Effective Date”).

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