OSI ETF Trust Sample Contracts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • October 30th, 2017 • OSI ETF Trust • Delaware

THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST is made as of this 12th day of December, 2016, by the Trustees hereunder and by the holders of Shares to be issued by OSI ETF Trust (the “Trust”) hereunder, and (i) incorporates herein and makes a part of this Amended and Restated Agreement and Declaration of Trust the resolutions of the Board of Trustees of the Trust adopted prior to the date set forth above, pursuant to the provisions of the original Agreement and Declaration of Trust dated April 12, 2016 (the “Original Declaration of Trust”), regarding the establishment and designation of Series and/or Classes of the Shares of the Trust, and any amendments or modifications to such resolutions adopted through the date hereof, as of the date of the adoption of each such resolution, and (ii) amends and restates the Original Declaration of Trust pursuant to Article IX, Section 1, of such Original Declaration of Trust, as hereinafter provided.

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AGREEMENT AND DECLARATION OF TRUST of OSI ETF TRUST a Delaware Statutory Trust
Agreement and Declaration • July 6th, 2016 • OSI ETF Trust • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made as of this 12th day of April, 2016, by the Trustees hereunder and by the holders of Shares to be issued by OSI ETF Trust (the “Trust”), as hereinafter provided.

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ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • December 27th, 2016 • OSI ETF Trust • Delaware

This Distribution Agreement (the "Agreement") is made this 15th day of December 2016, by and between OSI ETF Trust, a Delaware statutory trust (the "Trust"), on behalf of each of its series (each, a "Fund", and collectively the "Funds"), having its principal place of business at 60 State Street, Suite 700, Boston, MA 02109, 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.

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FUND CCO AND AMLO AGREEMENT
Fund Cco and Amlo Agreement • December 27th, 2016 • OSI ETF Trust • Delaware

AGREEMENT made as of December 15, 2016, by and between OSI ETF Trust, a Delaware statutory trust (the "Fund Company"), on behalf of each of its series (each, a "Fund" and collectively as the "Funds"), with its principal office and place of business at 60 State Street, Suite 700, Boston, Massachusetts 02109, and Foreside Fund Officer Services, LLC, a Delaware limited liability company, with its principal office and place of business at Three Canal Plaza, Portland, Maine 04101 ("Foreside").

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AUTHORIZED PARTICIPANT AGREEMENT OSI ETF TRUST
Authorized Participant Agreement • December 27th, 2016 • OSI ETF Trust • New York

This Authorized Participant Agreement (the "Agreement") is entered into by and between Foreside Fund Services, LLC (the "Distributor") and [Participant Name] (the "Participant") and is subject to acceptance by JPMorgan Chase Bank, N.A. (the "Index Receipt Agent") and is further subject to acknowledgement and agreement by OSI ETF Trust (the "Trust") solely with respect to Sections 4(c), and 12(c) herein. With respect to all other Sections of this Agreement, the Distributor, the Participant and the Index Receipt Agent 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.

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 29th, 2018 • OSI ETF Trust • Delaware

Agreement made as of June 28, 2018, between OSI ETF Trust, a Delaware statutory trust and registered open-end management investment company (the “Trust”), and O’Shares Investment Advisers, LLC (the “Adviser”), a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

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AGENCY SERVICES AGREEMENT
Agency Services Agreement • October 30th, 2017 • OSI ETF Trust • New York

THIS AGENCY SERVICES AGREEMENT made as of the 13 day of December, 2016 by and between OSI ETF Trust, a Delaware Statutory Trust registered as an investment company with the SEC under the Investment Company Act of 1940 (the “1940 Act”) , with offices at 60 STATE STREET STE 700 BOSTON MA (the “Trust”), on behalf of itself and its series listed on Exhibit A hereto (each a “Fund” or an “ETF Series”), separately and not jointly,, and JPMORGAN CHASE BANK, N.A. a national banking association with a place of business at 4 New York Plaza, New York, New York 10004 (“J.P. Morgan”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 29th, 2018 • OSI ETF Trust • Delaware

Agreement made as of June 28, 2018, 2018, between O’Shares Investment Advisers, LLC (the “Adviser”), a Delaware limited liability company with its principal offices located at 1010 Sherbrooke St. West, Suite 2510, Montreal, QC H3A 2R7 (Canada), and FFCM LLC (the “Sub-Adviser’’), a Massachusetts limited liability company with its principal offices located at 53 State Street, Suite 1308, Boston, MA 02109.

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FUND OFFICER AGREEMENT
Fund Officer Agreement • October 29th, 2019 • OSI ETF Trust • Delaware
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SUB-LICENSING AGREEMENT
Sub-Licensing Agreement • May 31st, 2018 • OSI ETF Trust

This AGREEMENT, dated __________________, 2018 by and among O'Shares Investments Inc., a Canadian corporation ("O'Shares"), and OSI ETF Trust, a Delaware statutory trust (the "Trust") that is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of certain series of the Trust identified on Exhibit A, as it may be amended from time to time (each, a "Fund" and, collectively, the "Funds").

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FUND SERVICES AGREEMENT BETWEEN OSI ETF Trust AND JPMORGAN CHASE BANK, N.A. INVESTOR SERVICES jpmorgan.com
Fund Services Agreement • October 30th, 2017 • OSI ETF Trust • New York

This agreement, dated December 21, 2016 (this “Agreement”), is between OSI ETF Trust, a Delaware Statutory Trust whose principal place of business is at 60 STATE STREET STE 700 BOSTON MA (the “Customer”), on behalf of each of the series of Customer listed on Schedule A hereto (each, a “Fund”), separately and not jointly, and JPMORGAN CHASE BANK, N.A. with a place of business at 4 Metrotech Center, Brooklyn NY 11245 (“J.P. Morgan”).

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June 27, 2018
OSI ETF Trust • August 2nd, 2018

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, dated as of June 27, 2018; (b) the Combined Proxy Statement/Prospectus provided to shareholders of the Old Funds dated May 15, 2018, in connection with special meetings of the shareholders held on June 19 and 22, 2018; (c) certain representations concerning the Reorganization made to us by the New Trust, on behalf of the New Funds, and the Old Trust, on behalf of the Old Funds, in letters dated June 27, 2018 (the "Representation Letters"); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

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FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Form of Investment Sub-Advisory Agreement • December 27th, 2016 • OSI ETF Trust • Delaware

Agreement made as of between O'Shares Investment Advisers, LLC (the "Adviser"), a Delaware limited liability company with its principal offices located at 1010 Sherbrooke St. West, Suite 2510, Montreal, QC H3A 2R7 (Canada), and Vident Investment Advisory, LLC (the "Sub-Adviser"), a Delaware limited liability company with its principal offices located at 300 Colonial Center Parkway, Suite 330, Roswell, Georgia 30076.

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FUND CFO/TREASURER AGREEMENT
Fund Cfo/Treasurer Agreement • December 27th, 2016 • OSI ETF Trust • Delaware

AGREEMENT made as of December 15, 2016, by and between OSI ETF Trust, a Delaware statutory trust (the "Fund"), on behalf of each of its series (each, a "Series", and collectively the "Series"), with its principal office and place of business at 60 State Street, Suite 700, Boston, Massachusetts 02109, and Foreside Fund Officer Services, LLC, a Delaware limited liability company with its principal office and place of business at Three Canal Plaza, Suite 100, Portland, Maine 04101 ("Foreside").

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AMENDMENT TO THE FUND SERVICES AGREEMENT
The Fund Services Agreement • October 29th, 2019 • OSI ETF Trust • New York

This AMENDMENT (this “Amendment”) to the FUND SERVICES AGREEMENT of December 21, 2016 (as amended from time to time, the “Agreement”) by and among JPMORGAN CHASE BANK, N.A. (“J.P. MORGAN”) and OSI ETF TRUST, for itself and on behalf of its various series listed on Schedule A thereto (each, a “Customer”), is entered into and shall be effective as of August 1 , 2018 among the same parties (each to be referred to herein as a “Party” and collectively, the “Parties”).

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LICENSING AGREEMENT
Licensing Agreement • October 29th, 2018 • OSI ETF Trust

This AGREEMENT, dated AS OF May 23, 2018 by and among O’Shares Investment Advisers, LLC Inc., a Delaware corporation (“O’Shares”), and OSI ETF Trust, a Delaware statutory trust (the “Trust”) that is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of certain series of the Trust identified on Exhibit A, as it may be amended from time to time (each, a “Fund” and, collectively, the “Funds”).

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LICENSING AGREEMENT O'SHARES AND S-NET
Licensing Agreement • May 31st, 2018 • OSI ETF Trust

This AGREEMENT, dated __________________, 2018 by and among O'Shares Investment Advisers, LLC Inc., a Delaware corporation ("O'Shares"), and OSI ETF Trust, a Delaware statutory trust (the "Trust") that is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of certain series of the Trust identified on Exhibit A, as it may be amended from time to time (each, a "Fund" and, collectively, the "Funds").

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AMENDED AND RESTATED LICENSING AGREEMENT O'SHARES AND S-NET
Licensing Agreement • August 28th, 2020 • OSI ETF Trust

This Amended and Restated Licensing Agreement, is made as of June 1, 2020, by and among O'Shares Investment Advisers, LLC Inc., a Delaware corporation ("O'Shares"), and OSI ETF Trust, a Delaware statutory trust (the "Trust") that is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of certain series of the Trust identified on Exhibit A, as it may be amended from time to time (each, a "Fund" and, collectively, the "Funds").

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AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 28th, 2020 • OSI ETF Trust • Delaware

This amended and restated investment sub-advisory agreement (the "Agreement") is made as of March 23, 2020, between O'Shares Investment Advisers, LLC (the "Adviser"), a Delaware limited liability company with its principal offices located at 1010 Sherbrooke St. West, Suite 2510, Montreal, QC H3A 2R7 (Canada), and Vident Investment Advisory, LLC (the "Sub-Adviser"), a Delaware limited liability company with its principal offices located at 1125 Sanctuary Parkway, Suite 515, Alpharetta, GA 30009.

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JOINDER AND AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • October 29th, 2018 • OSI ETF Trust • New York

This JOINDER AND AMENDMENT (this “Amendment”) to the FUND SERVICES AGREEMENT of December 21, 2016 (as amended from time to time, the “Agreement”) by and among JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”) and OSI ETF TRUST, for itself and on behalf of its various series listed on Schedule A thereto (each, a “Customer”), is entered into and shall be effective as of May 17, 2018 (the “Effective Date”) among the above parties, O’Shares FTSE U.S. Quality Dividend ETF, O’Shares FTSE Europe Quality Dividend ETF and O’Shares FTSE Asia Pacific Quality Dividend ETF (the “New Customers”). Each party hereto shall be referred to as a “Party” and collectively, the “Parties”.

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JOINDER AND AMENDMENT TO AGENCY SERVICES AGREEMENT
Agency Services Agreement • October 29th, 2018 • OSI ETF Trust • New York

This JOINDER AND AMENDMENT (this “Amendment”) to the AGENCY SERVICES AGREEMENT of December 13, 2016 (as amended from time to time, the “Agreement”) by and among JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”) and OSI ETF TRUST, for itself and on behalf of its various series listed on Exhibit A thereto (each, a “Customer”), is entered into and shall be effective as of May 17, 2018 (the “Effective Date”) among the above parties, O’Shares FTSE U.S. Quality Dividend ETF, O’Shares FTSE Europe Quality Dividend ETF and O’Shares FTSE Asia Pacific Quality Dividend ETF (the “New Customers”). Each party hereto shall be referred to as a “Party” and collectively, the “Parties”.

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ETF Distribution Agreement
Etf Distribution Agreement • October 30th, 2017 • OSI ETF Trust

THIS ETF DISTRIBUTION AGREEMENT (“Agreement”) is by and between Foreside Fund Services, LLC (the “Distributor”) and OSI ETF Trust (“Fund Company”).

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AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION
Agreement and Plan of Reorganization and Termination • August 2nd, 2018 • OSI ETF Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION AND TERMINATION ("Agreement") is made as of June 27, 2018, among OSI ETF Trust, a Delaware statutory trust, with its principal place of business at 60 State Street, Suite 700, Boston, MA 02109 ("New Trust"), on behalf of each segregated portfolio of assets ("series") thereof listed under the heading "New Funds - Series of New Trust" on Schedule A attached hereto ("Schedule A") (each such series referred to herein as a "New Fund"); FQF Trust, a Delaware statutory trust, with its principal place of business at 53 State Street, Suite 1308, Boston, MA 02109 ("Old Trust"), on behalf of each series thereof listed under the heading "Old Funds" on Schedule A (each such series referred to herein as an "Old Fund"); and, solely for purposes of paragraph 6, O'Shares Investment Advisers, LLC, investment adviser to New Fund ("Investment Adviser"). (New Trust and Old Trust are each sometimes referred to herein as an "Investment Company," and each New Fund and

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AGENCY SERVICES AGREEMENT EXHIBIT A
Agency Services Agreement • May 31st, 2018 • OSI ETF Trust
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SUB-LICENSING AGREEMENT
Sub-Licensing Agreement • October 29th, 2018 • OSI ETF Trust

This AGREEMENT, dated as of May 23, 2018 by and among O'Shares Investments Inc., a Canadian corporation ("O'Shares"), and OSI ETF Trust, a Delaware statutory trust (the "Trust") that is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of certain series of the Trust identified on Exhibit A, as it may be amended from time to time (each, a "Fund" and, collectively, the "Funds").

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OSI ETF Trust Fee Waiver Agreement
Osi Etf Trust • December 27th, 2016 • OSI ETF Trust

THIS AGREEMENT (the "Agreement") is made by O'Shares Investment Advisers, LLC (the "Adviser"), effective as of the 12th day of December, 2016.

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AGENCY SERVICES AGREEMENT EXHIBIT A
Agency Services Agreement • April 30th, 2018 • OSI ETF Trust
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OSI ETF Trust Fee Waiver Agreement
Osi Etf Trust • October 30th, 2017 • OSI ETF Trust

THIS AGREEMENT (the “Agreement”) is made by O’Shares Investment Advisers, LLC (the “Adviser”), effective as of the 30th day of October, 2017.

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PURCHASE AGREEMENT
Purchase Agreement • December 27th, 2016 • OSI ETF Trust

OSI ETF Trust (the "Trust"), a Delaware statutory trust, and O'Shares Investment Advisers, LLC ("O'Shares"), hereby agree as follows:

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THIRD AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • October 29th, 2019 • OSI ETF Trust • Delaware

This Third Amendment (the “Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of May 31, 2017 by and between OSI ETF Trust (the “Fund Company”) and Foreside Fund Services, LLC (“Foreside”) is entered into as of November 14, 2018 (“Effective Date”).

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SECOND AMENDMENT TO OSI ETF TRUST DISTRIBUTION AGREEMENT
Trust Distribution Agreement • October 29th, 2018 • OSI ETF Trust • Delaware

This Second Amendment (the "Amendment' ') to the ETF Distribution Agreement (the "Agreement") dated as of May 31, 2017, as amended, by and between OSI ETF Trust (the "Trust")

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ETF Distribution Agreement
Etf Distribution Agreement • October 28th, 2021 • OSI ETF Trust

THIS ETF DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Foreside Fund Services, LLC (the “Distributor”) and OSI ETF Trust (the “Fund Company”).

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JOINDER AND AMENDMENT TO GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • October 29th, 2018 • OSI ETF Trust • New York

This JOINDER AND AMENDMENT (this “Amendment”) to the GLOBAL CUSTODY AGREEMENT of December 13, 2016 (as amended from time to time, the “Agreement”) by and among JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”) and OSI ETF TRUST, for itself and on behalf of its various series listed on Schedule A thereto (each, a “Customer”), is entered into and shall be effective as of May 17, 2018 (the “Effective Date”) among the above parties, O’Shares FTSE U.S. Quality Dividend ETF, O’Shares FTSE Europe Quality Dividend ETF and O’Shares FTSE Asia Pacific Quality Dividend ETF (the “New Customers”). Each party hereto shall be referred to as a “Party” and collectively, the “Parties”.

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AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • October 29th, 2018 • OSI ETF Trust • New York

This AMENDMENT (this “Amendment”) to the FUND SERVICES AGREEMENT of December 21, 2016 (as amended from time to time, the “Agreement”) by and among JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”) and OSI ETF TRUST, for itself and on behalf of its various series listed on Schedule A thereto (each, a “Customer”), is entered into and shall be effective as of July 1, 2018 (the “Effective Date”)among the above parties. Each party hereto shall be referred to as a “Party” and collectively, the “Parties”.

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