0000891092-14-006020 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • August 8th, 2014 • Absolute Shares Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 11th day of June, 2014, by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of the Funds (as defined below), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • August 8th, 2014 • Absolute Shares Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 11th day of June 2014, by and between Absolute Shares Trust, a Delaware statutory trust(the “Trust”) having its principal place of business at 331 Newman Springs Road, Suite 122, Red Bank, NJ 07701, on behalf of each of the Funds (as defined below), 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.

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • August 8th, 2014 • Absolute Shares Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 11th day of June, 2014, by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each Fund (as defined below), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 8th, 2014 • Absolute Shares Trust • Wisconsin

THIS AGREEMENT is made as of this 11th day of June, 2014 by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each Fund (as defined below) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 8th, 2014 • Absolute Shares Trust • New York

This Investment Advisory Agreement (“Agreement”) is made and entered into as of August 1, 2014, by and between Absolute Shares 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 Millington Securities Inc., a corporation organized under the laws of the State of Illinois (“Advisor”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • August 8th, 2014 • Absolute Shares Trust • Delaware

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 (the “Index Receipt Agent”) as index receipt agent for Absolute Shares Trust (the “Trust”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 8th, 2014 • Absolute Shares Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the 11th day of June, 2014, by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”), on behalf of each Fund (as defined below), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 8th, 2014 • Absolute Shares Trust • New York

This Sub-Advisory Agreement (“Agreement”) entered into as of August 1, 2014, by and between Millington Securities Inc., a corporation organized under the laws of the State of Illinois (“Advisor”), and WBI Investments, Inc., a corporation organized under the laws of the State of New Jersey (“Sub-Advisor”).

SECURITIES LENDING AGREEMENT
Securities Lending Agreement • August 8th, 2014 • Absolute Shares Trust • Minnesota

THIS SECURITIES LENDING AGREEMENT (“Agreement”) is made and entered into effective as of the 11th day of June, 2014, by and between U.S. Bank National Association (“Bank”) and Absolute Shares Trust, a Delaware statutory trust, on behalf of each respective series identified in Exhibit A attached hereto and made a part hereof (“Customer”).

EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST
Expense Limitation Agreement • August 8th, 2014 • Absolute Shares Trust

This Agreement is made and entered into effective as of August 1, 2014, by and between the funds listed on Schedule A (each, a “Fund” and, collectively, the “Funds”), each a series of shares of Absolute Shares Trust, a Delaware statutory trust (the “Trust”) and WBI Investments, Inc., a New Jersey corporation (the “Sub-Advisor”).

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