0001133228-18-003916 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

THIS INVESTMENT ADVISORY AGREEMENT, dated May 15, 2018, is by and between The Gabelli NextShares Trust, a Delaware statutory trust, on behalf of Gabelli Pet Parents’TM NextSharesTM (the “Trust” and the “Fund,” respectively), and Gabelli Funds, LLC (the “Adviser”), a New York limited liability company. This Agreement shall be effective as of the day the Fund commences its investment operations (the “Launch Date”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated February 22, 2017, is by and between The Gabelli NextShares Trust, a Delaware statutory trust, on behalf of Gabelli RBI NextShares (the "Trust" and the "Fund", respectively), and Gabelli Funds, LLC (the "Adviser"), a New York limited liability company. This Agreement shall be effective as of the day the Fund commences its investment operations (the “Launch Date”).

AMENDED AND RESTATED DISTRIBUTION AGREEMENT FOR THE GABELLI NEXTSHARES TRUST
Distribution Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

This Distribution Agreement (the “Agreement”), dated May 15, 2018, between the Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), and G.distributors, LLC, a Delaware limited liability company (the “Distributor”).

Gabelli NextShares Trust GABELLI RBI NEXTSHARES OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is by and between Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli RBI NextShares (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”). This Agreement shall be effective as of the day the Fund commences its investment operations (the “Launch Date”).

Appendix A
Custody Agreement • June 18th, 2018 • Gabelli Nextshares Trust

THIS APPENDIX A, amended and restated as of May 15, 2018, is the Appendix A to that certain Custody Agreement between GAMCO INVESTORS, INC. and THE BANK OF NEW YORK MELLON dated June 10, 2008, as amended.

Gabelli NextShares Trust GABELLI Pet ParentS’TM NEXTSHARESTM OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • June 18th, 2018 • Gabelli Nextshares Trust • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is and between Gabelli NextShares Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli Pet Parents’TM NextSharesTM (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”). This Agreement shall be effective as of the day the Fund commences its investment operations (the “Launch Date”).

INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • June 18th, 2018 • Gabelli Nextshares Trust

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

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