0001398344-14-004831 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT with Mellon Capital Management Corporation
Investment Sub-Advisory Agreement • September 12th, 2014 • Source ETF Trust • Delaware

This INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of this 10th day of September, 2014 by and between Source Exchange Traded Investments LLC, a company incorporated in Delaware with its principal place of business at 125 Park Avenue, 25th Floor, New York, NY 10017 (the “Adviser”), Source ETF Trust (the “Trust”), and MELLON CAPITAL MANAGEMENT CORPORATION, a Delaware corporation with its principal place of business located at 50 Fremont Street, San Francisco, California 984105 (the “Sub-Adviser”).

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CUSTODIAN AGREEMENT
Custodian Agreement • September 12th, 2014 • Source ETF Trust • New York

THIS AGREEMENT, dated as of September 10, 2014, between Source ETF Trust, a management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (“the 1940 Act”) (the Fund, including on behalf of each series listed on Appendix A to this Agreement (each a Fund)), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian).

ADVISORY AGREEMENT
Advisory Agreement • September 12th, 2014 • Source ETF Trust • Delaware

ADVISORY AGREEMENT (the “Agreement”) made as of this 10th day of September, 2014 by and between SOURCE 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 SOURCE EXCHANGE TRADED INVESTMENTS LLC, a Delaware limited liability company with its principal place of business at 125 Park Avenue, 25th Floor, New York, New York 10017 (the “Adviser”).

SOURCE ETF TRUST ETF DISTRIBUTION AGREEMENT
Distribution Agreement • September 12th, 2014 • Source ETF Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this 12th day of September 2014, by and between Source ETF Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 125 Park Avenue, 25th Floor, New York, NY 10017, and Fund Source US, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

SOURCE ETF TRUST AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • September 12th, 2014 • Source ETF Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Fund Source US, LLC (the “Distributor”) and [Authorized Participant Firm] (the “Participant”) and is subject to acceptance by Brown Brothers Harriman & Co. (the “Index Receipt Agent”), as index receipt agent for each of the series of Source ETF Trust (the “Trust”) as listed on Annex I hereto (each a “Fund” and collectively the “Funds”).

ADVISORY AGREEMENT
Advisory Agreement • September 12th, 2014 • Source ETF Trust • Delaware

ADVISORY AGREEMENT (the “Agreement”) made as of this 10th day of September, 2014 by and among SOURCE 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”), EXCHANGE TRADED CONCEPTS, LLC, an Oklahoma limited liability company with its principal place of business at 2545 S. Kelly Avenue, Suite C, Edmond, Oklahoma 73013 (the “Adviser”), and SOURCE EXCHANGE TRADED INVESTMENTS LLC, a Delaware limited liability company with its principal place of business at 125 Park Avenue, 25th Floor, New York, New York 10017 (“Source”). Source is a party to this Agreement solely for purposes of paragraph 9.

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