0001133228-16-013809 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

INVESTMENT ADVISORY AGREEMENT, dated _____________, 2016, between The Gabelli NextShares Trust, a Delaware statutory trust, on behalf of Gabelli All Cap NextShares (the "Trust" and the "Fund", respectively), and Gabelli Funds, LLC (the "Adviser"), a New York limited liability company.

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Gabelli NextShares Trust GABELLI EQUITY INCOME NEXTSHARES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the [ ] day of [ ], 2016, by and between Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli Equity Income NextShares (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”).

DISTRIBUTION AGREEMENT FOR THE GABELLI NEXTSHARES TRUST
Distribution Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

Distribution Agreement (the “Agreement”), dated [ ], between the the Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), and G.distributors, LLC, a Delaware limited liability company (the “Distributor”).

CUSTODY AGREEMENT by and among _____________________________, for and on behalf of each of the entitles listed on Appendix A and in its individual capacity and _____________________________ CUSTODY AGREEMENT
Custody Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

THIS CUSTODY AGREEMENT, effective as of the ____day of __________ (“Agreement”) by and among ___________________ (the “Client”), a corporation organized under the laws of ________, for and on behalf of each of the entities listed on Appendix A attached hereto (each individually the “Account”) and in its individual capacity, and ___________________ (the “Custodian”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Agency and Service Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

THIS AGREEMENT is made as of the ______ day of __________, 20__, by and between each Trust (hereinafter each a “Trust”, and collectively the “Trusts” as applicable) listed on Appendix A hereto (as such Appendix be amended from time to time) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

AUTHORIZED PARTICIPANT AGREEMENT GABELLI NEXTSHARES TRUST
Authorized Participant Agreement • November 17th, 2016 • Gabelli Nextshares Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between G.distributors, LLC (the “Distributor”) and _____________ (the “Participant”) and is subject to acceptance by The Bank of New York Mellon (the “Transfer Agent”) and is further subject to acknowledgement and agreement by Gabelli NextShares Trust (the “Trust”) solely with respect to Sections 7(b) and 20(b) herein. The Distributor, the Participant, and the Transfer Agent acknowledge and agree that the Trust and each current and future series thereof (each, a “Fund,” and collectively, the “Funds”) shall be third-party beneficiaries of this Agreement and shall receive the benefits contemplated by this Agreement to the extent specified herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund (together with the Statement of Additional Information (“SAI”) incorporated therein, the “Prospectus”).

INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • November 17th, 2016 • Gabelli Nextshares Trust

The Gabelli NextShares Trust (the “Trust”), a Delaware statutory trust, and GAMCO Investors, Inc. (the “Purchaser”), a Delaware corporation, hereby agree as follows:

gabelli nextshares trust AMENDED AND RESTATED agreement and DECLARATION of trust
And Restated Agreement and Declaration of Trust • November 17th, 2016 • Gabelli Nextshares Trust

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Gabelli NextShares Trust, a Delaware statutory trust, made as of August 16, 2016, by the undersigned Trustees.

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