0000894189-15-005451 Sample Contracts

SECOND AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • October 27th, 2015 • Absolute Shares Trust

THIS SECOND AMENDMENT dated as of the 7th day of October, 2015, to the Fund Administration Servicing Agreement, dated as of June 11, 2014, as amended April 7, 2015 (the "Agreement"), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

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SECOND AMENDMENT TO THE ABSOLUTE SHARES TRUST TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • October 27th, 2015 • Absolute Shares Trust

THIS SECOND AMENDMENT dated as of the 7th day of October, 2015, to the Transfer Agent Servicing Agreement, dated as of June 11, 2014, as amended April 7, 2015 (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SECOND AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • October 27th, 2015 • Absolute Shares Trust

THIS SECOND AMENDMENT dated as of the 7th day of October, 2015, to the Fund Accounting Servicing Agreement, dated as of June 11, 2014, as amended April 7, 2015 (the "Agreement"), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • October 27th, 2015 • Absolute Shares Trust • Delaware

This First Amendment ("Amendment") to the Distribution Agreement (the "Agreement") dated as of June 11, 2014, 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 August 5, 2015 (the "Effective Date").

SECOND AMENDMENT TO EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST
Expense Limitation Agreement • October 27th, 2015 • Absolute Shares Trust

This Amendment is made and entered into effective as of August 5, 2015, 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”).

FIRST AMENDMENT TO THE ABSOLUTE SHARES TRUST CUSTODY AGREEMENT
Custody Agreement • October 27th, 2015 • Absolute Shares Trust

THIS FIRST AMENDMENT, dated as of the 7th day of October, 2015, to the Custody Agreement, dated as of June 11, 2014 (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A. a national banking association ("Custodian").

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