0001193125-14-039232 Sample Contracts

FORM OF ADVISORY AGREEMENT
Advisory Agreement • February 7th, 2014 • Reality Shares ETF Trust • Delaware

ADVISORY AGREEMENT (the “Agreement”) made as of this day of , 20 by and between REALITY SHARES ETF TRUST (the “Trust”), a Delaware statutory trust registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and REALITY SHARES ADVISORS, LLC, a Delaware limited liability company with its principal place of business at 402 West Broadway, Suite 2800 San Diego, CA 92101 (the “Adviser”).

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FORM OF CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT (this “Agreement) dated , between REALITY SHARES ETF TRUST, a Delaware statutory trust (the “Trust”), and ALPS FUND SERVICES, INC. (“ALPS”), a Colorado corporation. The “Effective Date” of this...
Chief Compliance Officer Services Agreement • February 7th, 2014 • Reality Shares ETF Trust • Colorado

In a joint effort between the Trust and ALPS to ensure that the Trust is in compliance with Rule 38a-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), ALPS has agreed to render services to the Trust by entering into a formal agreement with respect thereto effective from and after the Effective Date.

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • February 7th, 2014 • Reality Shares ETF Trust • Colorado

THIS AGREEMENT is made as of , 2013, between Reality Shares ETF Trust, a statutory trust organized pursuant to the laws of Delaware (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Form of Transfer Agency and Service Agreement • February 7th, 2014 • Reality Shares ETF Trust • New York

ETF Trust, a Delaware statutory trust having its principal office and place of business at 402 West Broadway, Suite 2800, San Diego, CA 92101 (the “Trust”), on behalf of each Series of the Trust listed on Appendix I hereto (as such Appendix be amended from time to time), and THE BANK OF NEW YORK MELLON, a New York banking company having its principal office and place of business at One Wall Street, New York, New York 10286 (the “Bank”).

FORM OF INITIAL CAPITAL AGREEMENT
Initial Capital Agreement • February 7th, 2014 • Reality Shares ETF Trust

Reality Shares ETF Trust (the “Trust”), a Delaware statutory trust, and [insert purchaser] (“[ ]”), a [insert organizational form], hereby agree as of [insert date], as follows:

FORM OF AUTHORIZED PARTICIPANT AGREEMENT FOR REALITY SHARES ETF TRUST
Authorized Participant Agreement • February 7th, 2014 • Reality Shares ETF Trust • New York

This Authorized Participant Agreement (this “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and (the “Authorized Participant” or the “AP”) and is subject to acceptance by The Bank of New York Mellon (the “BNYM ETF Administrator” or the “Transfer Agent”). The Transfer Agent serves as the transfer agent for Reality Shares ETF Trust (the “Trust”) and is a Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation (“NSCC”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Trust shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, without par value (sometimes referred to as “Sh

FORM OF CUSTODY AGREEMENT
Form of Custody Agreement • February 7th, 2014 • Reality Shares ETF Trust • New York

AGREEMENT, dated as of , 2013_ between Reality Shares ETF Trust, a Delaware statutory trust, having its principal office and place of business at 402 West Broadway, Suite 2800, San Diego, CA 92101 (the “Trust”) 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 (“Custodian”).

FORM OF FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Form of Fund Administration and Accounting Agreement • February 7th, 2014 • Reality Shares ETF Trust • New York

AGREEMENT made as of , by and between each entity listed on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York Mellon, a New York banking organization (“BNY”).

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