0000894189-16-013134 Sample Contracts

SECOND AMENDMENT TO THE ABSOLUTE SHARES TRUST CUSTODY AGREEMENT
Custody Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS SECOND AMENDMENT, effective as of October 1, 2016, to the Custody Agreement, dated as of June 11, 2014, as amended October 7, 2015 (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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FOURTH AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS FOURTH AMENDMENT, effective as of November 11, 2016, to the Fund Accounting Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015 and October 1, 2016, (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").

THIRD AMENDMENT TO THE ABSOLUTE SHARES TRUST TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS THIRD AMENDMENT, effective as of October 1, 2016, to the Transfer Agent Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015 and October 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").

THIRD AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS THIRD AMENDMENT, effective as of October 1, 2016, to the Fund Accounting Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015 and October 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").

THIRD AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS THIRD AMENDMENT, effective as of October 1, 2016, to the Fund Administration Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015 and October 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”).

Investment Advisory Agreement Appendix A
Investment Advisory Agreement • November 23rd, 2016 • Absolute Shares Trust

As of the date of this Agreement, the Advisor has delegated its affiliate, the Sub-Advisor, to receive such Advisor’s fee in consideration of the services to be provided pursuant to the Sub-Advisory Agreement.

FOURTH AMENDMENT TO THE ABSOLUTE SHARES TRUST FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS FOURTH AMENDMENT, effective as of November 11, 2016, to the Fund Administration Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015 and October 1, 2016, (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 DISTRIBUTION AGREEMENT
Distribution Agreement • November 23rd, 2016 • Absolute Shares Trust • Delaware

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").

THIRD AMENDMENT TO EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST
Expense Limitation Agreement • November 23rd, 2016 • Absolute Shares Trust

This Amendment is made and entered into effective as of May 19, 2016, 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”).

THIRD AMENDMENT TO THE ABSOLUTE SHARES TRUST CUSTODY AGREEMENT
Custody Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS THIRD AMENDMENT, effective as of November 11, 2016, to the Custody Agreement, dated as of June 11, 2014, as amended October 7, 2015 and October 1, 2016 (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").

FOURTH AMENDMENT TO THE ABSOLUTE SHARES TRUST TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 23rd, 2016 • Absolute Shares Trust

THIS FOURTH AMENDMENT, effective as of November 11, 2016, to the Transfer Agent Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015 and October 1, 2016 (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”).

FOURTH AMENDMENT TO EXPENSE LIMITATION AGREEMENT ABSOLUTE SHARES TRUST
Expense Limitation Agreement • November 23rd, 2016 • Absolute Shares Trust

This Amendment is made and entered into effective as of November 3, 2016, 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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