Grayscale Funds Trust Sample Contracts

AGREEMENT AND DECLARATION OF TRUST of GRAYSCALE FUNDS TRUST a Delaware Statutory Trust
Agreement and Declaration • May 9th, 2023 • Grayscale Funds Trust • Delaware

WHEREAS this Trust is being formed to carry on the business of an open-end management investment company as defined in the 1940 Act; and

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ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • August 26th, 2024 • Grayscale Funds Trust • Delaware

This distribution agreement (the “Agreement”) is effective this 23rd day of July 2024, and made by Grayscale Funds Trust, a Delaware statutory trust (the “Trust”), having its principal place of business at 290 Harbor Drive, Stamford, CT 06902, 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.

ETF CUSTODY AGREEMENT
Etf Custody Agreement • August 26th, 2024 • Grayscale Funds Trust • Minnesota

THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between, GRAYSCALE FUNDS 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”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT GRAYSCALE FUNDS TRUST
Authorized Participant Agreement • August 26th, 2024 • Grayscale Funds Trust • New York

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 d/b/a U.S. Bank Global Fund Services (the “Transfer Agent”), and is further subject to acknowledgement and agreement by Grayscale Funds Trust (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).

FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of GRAYSCALE FUNDS TRUST a Delaware Statutory Trust
Grayscale Funds Trust • August 26th, 2024 • Grayscale Funds Trust • Delaware

WHEREAS the Trust was formed by the initial Trustee by the filing of the Certificate of Trust with the Office of the Secretary of State of the State of Delaware and the adoption of the Original Declaration of Trust; and

Contract
Agreement • October 11th, 2024 • Grayscale Funds Trust • Delaware
GRAYSCALE FUNDS TRUST SUBLICENSE AGREEMENT
Sublicense Agreement • August 26th, 2024 • Grayscale Funds Trust

This Sublicense Agreement (“Agreement”) is made as of August 20, 2024, by and between Grayscale Advisors, LLC, a Delaware limited liability company (the “Adviser”), and the Grayscale Funds Trust (“Licensee” or “Trust”), a Delaware statutory trust, on behalf of certain exchange-traded fund series of the Trust identified on Exhibit A, as it may be amended from time to time (the “Funds” or “Products”).

FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • August 26th, 2024 • Grayscale Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and GRAYSCALE FUNDS 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 (“Fund Services”).

TRANSFER AGENT SERVICING AGREEMENT
Agent Servicing Agreement • August 26th, 2024 • Grayscale Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between GRAYSCALE FUNDS TRUST (the “Trust”) U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

ETF FUND ACCOUNTING SERVICING AGREEMENT
Grayscale Funds Trust • August 26th, 2024 • Wisconsin

THIS AGREEMENT is made and entered into as of the last day written on the signature page by and between GRAYSCALE FUNDS TRUST (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

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