SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
SECOND AMENDMENT TO
This Second Amendment ("Amendment") to the Distribution Agreement, dated as of June 11, 2014 (the "Agreement"), by and between Absolute Shares Trust, a Delaware statutory trust (the "Trust"), and Foreside Fund Services, LLC, a Delaware limited liability company ("Foreside"), is entered into as of November 3, 2016 (the "Effective Date").
WHEREAS, Foreside and the Trust (the “Parties”) desire to amend Exhibit A of the Agreement to reflect the addition of a new fund; and
WHEREAS, Section 8(b) of the Agreement requires that amendments to the Agreement be made in writing and executed by all parties.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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1.
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Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.
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2.
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Exhibit A of the Agreement is hereby deleted in its entirety and replaced by Exhibit A attached hereto to add WBI Power Factor™ High Yield Dividend ETF.
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3.
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Except as expressly amended hereby, all of the provisions of the Agreement are restated and in full force and effect to the same extent as if fully set forth herein.
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4.
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This Amendment shall be governed by and the provisions of this Amendment shall be construed and interpreted under and in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.
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By: /s/ Xxx Xxxxxxxxx, Xx._________________
Name: Xxx Xxxxxxxxx, Xx.
Title: Principal Executive Officer and Chairman
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FORESIDE FUND SERVICES, LLC
By: /s/ Xxxx X. Fairbanks__________
Xxxx X. Xxxxxxxxx, Vice President
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APPENDIX A
EXHIBIT A
WBI Tactical SMG Shares (f/k/a WBI XXXX Tactical Growth Shares)
WBI Tactical SMV Shares (f/k/a WBI XXXX Tactical Value Shares)
WBI Tactical SMY Shares (f/k/a WBI XXXX Tactical Yield Shares)
WBI Tactical SMS Shares (f/k/a WBI XXXX Tactical Select Shares)
WBI Tactical LCG Shares (f/k/a WBI Large Cap Tactical Growth Shares)
WBI Tactical LCV Shares (f/k/a WBI Large Cap Tactical Value Shares)
WBI Tactical LCY Shares (f/k/a WBI Large Cap Tactical Yield Shares)
WBI Tactical LCS Shares (f/k/a WBI Large Cap Tactical Select Shares)
WBI Tactical Income Shares
WBI Tactical High Income Shares
WBI Tactical Rotation Shares
WBI Power Factor™ High Yield Dividend ETF
