0001580642-16-009259 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • June 8th, 2016 • Strategy Shares • Delaware

The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently offers two series of shares to investors.

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ETF DISTRIBUTION AGREEMENT
Distribution Agreement • June 8th, 2016 • Strategy Shares • Delaware

This Distribution Agreement (the “Agreement”) is made this 1st day of May 2016, by and between Strategy Shares, a Delaware Statutory Trust (the “Trust”) having its principal place of business at 36 North New York Avenue, Huntington, NY 11743, and Foreside Fund Services, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.

COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • June 8th, 2016 • Strategy Shares • New York

This Compliance Services Agreement (the “Agreement”) is dated as of March 19, 2016 (the “Effective Date”), between Strategy Shares, an Delaware business trust, (the “Trust”) and MFund Services LLC, a Delaware limited liability corporation with a principal place of business at 36 North New York Avenue, Huntington, NY 11743 (“MFund”).

MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • June 8th, 2016 • Strategy Shares • New York

This AGREEMENT is made and entered into as of this 29th day of April, 2016 by and between Strategy Shares, a Delaware statutory trust, (the “Trust”) and MFund Services LLC, a Delaware limited liability corporation with a principal place of business at 36 North New York Avenue, NY 11743 (“MFund”).

EXPENSE LIMITATION AGREEMENT STRATEGY SHARES
Expense Limitation Agreement • June 8th, 2016 • Strategy Shares

EXPENSE LIMITATION AGREEMENT, by and between Rational Advisors, Inc. (the “Adviser”), formerly known as Huntington Asset Advisors, Inc., and Strategy Shares (the “Trust”), formerly known as Huntington Strategy Shares, dated May 26, 2016, on behalf of each series of the Trust listed on Exhibit A (each a “Fund” and together the “Funds”).

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