0001398344-18-006938 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • May 7th, 2018 • Exchange Listed Funds Trust • Delaware

This SUB-ADVISORY AGREEMENT (together with any schedules, exhibits or other attachments hereto, and as it may be amended, restated or otherwise modified from time to time, this “Agreement”), is made and entered into as of May 3, 2018 by and between Exchange Traded Concepts, LLC, an Oklahoma limited liability company (the “Adviser”) and Vident Investment Advisory, LLC, a Delaware limited liability company (the “Sub-Adviser”), with respect to the REX BKCM Subsidiary I (the “Portfolio”). Capitalized terms not otherwise defined herein have the meanings specified in the Memorandum and Articles of Association of the Portfolio (as amended, restated or otherwise modified from time to time, the “Articles”).

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 7th, 2018 • Exchange Listed Funds Trust • Delaware

This INVESTMENT MANAGEMENT AGREEMENT (together with any schedules, exhibits or other attachments hereto, and as it may be amended, restated or otherwise modified from time to time, this “Agreement”), is made and entered into as of May 3, 2018, by and between the REX BKCM Subsidiary I (the “Portfolio”), a Cayman Islands exempted company, and Exchange Traded Concepts, LLC, an Oklahoma limited liability company (the “Adviser”). Capitalized terms not otherwise defined herein have the meanings specified in the Memorandum and Articles of Association of the Portfolio (as amended, restated or otherwise modified from time to time, the “Articles”).

FORM OF SUB-ADVISORY AGREEMENT
Form of Sub-Advisory Agreement • May 7th, 2018 • Exchange Listed Funds Trust • Delaware

SUB-ADVISORY AGREEMENT (the “Agreement”) made as of this [ ] day of [ ], 2018 by and between Exchange Traded Concepts, LLC, an Oklahoma limited liability company, with its principal place of business at 10900 Hefner Pointe Drive, Suite 207, Oklahoma City, Oklahoma 73120 (the “Adviser”) and [BKCM Funds, LLC], a [Delaware limited liability company] with its principal place of business at [ ] (the “Sub-Adviser”), with respect to each series of Exchange Listed Funds Trust (the “Trust”) identified on Schedule A to this Agreement (each a “Fund” and collectively, the “Funds”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • May 7th, 2018 • Exchange Listed Funds Trust • Delaware

Reference is made to the investment advisory agreement by and between Exchange Listed Funds Trust, on behalf of each fund listed on Schedule A hereto (each, a “Fund” and together, the “Funds”), and Exchange Traded Concepts, LLC (the “Adviser”), dated June 12, 2015 (as further amended, restated, or otherwise modified from time to time, the “Advisory Agreement”). Pursuant to the Advisory Agreement, each Fund pays an investment advisory fee to the Adviser as specified in such agreement (the “Fund Management Fee”).

FIFTH AMENDMENT TO EXCHANGE LISTED FUNDS TRUST ETF DISTRIBUTION AGREEMENT
Distribution Agreement • May 7th, 2018 • Exchange Listed Funds Trust • Delaware

This Fourth Amendment (“Amendment”) to the Distribution Agreement dated as of May 31, 2017 (the “Agreement”), by and between Exchange Listed Funds Trust (the "Trust") and Foreside Fund Services, LLC (Distributor," and together with the Trust, the "Parties") is entered into as of _________________, 2018 (the “Effective Date”).

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