Listed Funds Trust Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • December 28th, 2018 • Active Weighting Funds ETF Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 23rd day of March, 2018, by and between Active Weighting Funds ETF Trust (the “Trust”), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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amended and restated INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND AXS INVESTMENTS, LLC
Investment Advisory Agreement • April 13th, 2022 • Investment Managers Series Trust II • Delaware

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of _____________, 2022, to the Advisory Agreement dated December 30, 2021 (the “Prior Agreement”), is entered into by and between Investment Managers Series Trust II, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (each a “Fund”), and AXS Investments, LLC, a limited liability company (the “Advisor”).

LISTED FUNDS TRUST INVESTMENT ADVISORY AGREEMENT with CLOUGH CAPITAL PARTNERS, L.P.
Investment Advisory Agreement • February 28th, 2024 • Listed Funds Trust • Delaware

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 11th day of January, 2024 by and between LISTED FUNDS TRUST (the “Trust”), a Delaware statutory trust, and CLOUGH CAPITAL PARTNERS, L.P. (the “Adviser”), a Delaware limited partnership with its principal place of business at 53 State Street, 27th Floor, Boston, Massachusetts 02109.

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • February 27th, 2023 • Listed Funds Trust • Delaware

This Distribution Agreement (the “Agreement”) is made as of this 1st day of September, 2022, by and between Listed Funds Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 615 East Michigan Street, Milwaukee, Wisconsin 53202, and Vigilant Distributors, LLC, a Pennsylvania limited liability company (the “Distributor”) having its principal place of business at Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317.

LISTED FUNDS TRUST
Investment Sub-Advisory Agreement • January 25th, 2023 • Listed Funds Trust • Delaware

INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of this 14th day of September, 2022 by and among Horizon Kinetics Asset Management LLC, a Delaware limited liability company with its principal place of business at 470 South Park Avenue South, 3rd Floor South, New York, New York 10016 (the “Adviser”), LISTED FUNDS TRUST (the “Trust”), and Ryan Heritage, LLP, a Delaware limited liability partnership with its principal place of business located at 250 Pehle Avenue, Suite 708, Saddle Brook, New Jersey 07663 (the “Sub-Adviser”).

LISTED FUNDS TRUST INVESTMENT SUB-ADVISORY AGREEMENT with OPAL CAPITAL, LLC
Sub-Advisory Agreement • April 28th, 2023 • Listed Funds Trust • Delaware

INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of this 14th day of September, 2022 by and between TrueMark Investments, LLC, and a Delaware limited liability company with its principal place of business at 433 West Van Buren Street, 1150-E Chicago, Illinois 60607 (the “Adviser”), LISTED FUNDS TRUST (the “Trust”), and Opal Capital, LLC, a Florida limited liability company with its principal place of business located at 1919 Flower Drive, Palm Beach Gardens, Florida 33410 (the “Sub-Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • August 14th, 2020 • Listed Funds Trust • New York

THIS DISTRIBUTION AGREEMENT (the “Agreement’) is made as of the last date written on the signature block by and between Listed Funds Trust (the “Trust”), a Delaware statutory trust, Quasar Distributors, LLC (the “Distributor”), a Delaware limited liability company, and Alternative Access Funds, LLC (the “Adviser”), a Delaware limited liability company and the investment advisor to the Trust.

SUB-ADVISORY AGREEMENT BETWEEN AXS INVESTMENTS, LLC AND ALTERNATIVE ACCESS FUNDS, LLC
Sub-Advisory Agreement • April 13th, 2022 • Investment Managers Series Trust II • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, 2022, is entered into by and between AXS Investments, LLC, a Delaware limited liability company with its principal office and place of business at 181 Westchester Avenue, Suite 402, Port Chester, New York 10573 (the “Advisor”) and Alternative Access Funds, LLC, a [Delaware limited liability company] with its principal office and place of business at 840 Apollo Street, Suite 100, El Segundo, CA 90245 (the “Sub-advisor”).

SUB-ADVISORY AGREEMENT (Research Services)
Sub-Advisory Agreement • June 26th, 2023 • Tidal Trust II • New York

This Sub-Advisory Agreement (the “Agreement”) is made as of this 17th day of July, 2023 by and between Toroso Investments, LLC, a Delaware limited liability company, with its principal place of business at 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 (the “Adviser”) and Cambria Investment Management, L.P., a Delaware limited partnership, with its principal place of business at 2321 Rosecrans Avenue, Suite 3225, El Segundo, California 90245 (the “Sub-Adviser”), with respect to each series of Tidal Trust II (the “Trust”) identified on Schedule A to this Agreement, as may be amended from time to time (each, a “Fund” and, if more than one Fund, together, the “Funds”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 26th, 2023 • Tidal Trust II • Delaware

This Investment Advisory Agreement (the “Agreement”) is made as of July 17, 2023, by and between Tidal Trust II, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust listed on Schedule A attached hereto, as may be amended from time to time (each, a “Fund” and collectively, the “Funds”), and Toroso Investments, LLC, a Delaware limited liability company (the “Adviser”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 2nd, 2017 • Active Weighting Funds ETF Trust • New York

THIS AGREEMENT is made as of the 23rd day of August, 2017, by and between each Trust (hereinafter each a “Trust”, and collectively the “Trusts” as applicable) listed on Appendix A hereto (as such Appendix be amended from time to time) 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 225 Liberty Street, New York, New York 10286 (the “Bank”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT [TRUST NAME]
Authorized Participant Agreement • April 13th, 2022 • Investment Managers Series Trust II • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by [Name of Transfer Agent/Index Receipt Agent] (the “[Transfer Agent/Index Receipt Agent]”), and is further subject to acknowledgement and agreement by [Name of Trust Trust] (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 28th, 2018 • Active Weighting Funds ETF Trust • Wisconsin

THIS AGREEMENT is made as of this 23rd day of March, 2018 by and between Active Weighting Funds ETF Trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“Fund Services”).

CUSTODY AGREEMENT
Custody Agreement • October 2nd, 2017 • Active Weighting Funds ETF Trust • New York

AGREEMENT, dated as of August 10, 2017 between Active Weighting Funds ETF Trust, a Delaware statutory trust, having its principal office and place of business at 200 Vesey Street, 24th floor, New York, NY 10281 (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 225 Liberty Street, New York, New York 10286 (“Custodian”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 28th, 2018 • Active Weighting Funds ETF Trust • Wisconsin

THIS AGREEMENT is made as of this 23rd day of March, 2018 by and between Active Weighting Funds ETF Trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“Fund Services”).

FUND SERVICING AGREEMENT
Fund Servicing Agreement • April 26th, 2019 • Listed Funds Trust • Wisconsin

THIS FUND SERVICING AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of April 2019, by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

AMENDMENT TO THE LISTED FUNDS TRUST CUSTODY AGREEMENT
Listed Funds Trust Custody Agreement • March 2nd, 2022 • Listed Funds Trust

THIS AMENDMENT to the Custody Agreement, dated as of April 25, 2019 (the “Agreement”), is entered into as of the last date on the signature block, by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 2nd, 2017 • Active Weighting Funds ETF Trust • New York

This Investment Advisory Agreement (this “Agreement”) is made and entered into on September 13, 2017, to be effective upon the commencement of operations of the portfolios of the Trust listed on Schedule A attached hereto, by and between Active Weighting Funds ETF Trust, a Delaware statutory trust organized on August 26, 2016 (“Trust”), and Active Weighting Advisors, LLC, a Delaware limited liability company (“Advisor”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT ACTIVE WEIGHTING FUNDS ETF TRUST
Authorized Participant Agreement • October 2nd, 2017 • Active Weighting Funds ETF Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by The Bank of New York Mellon (the “Transfer Agent”), and is further subject to acknowledgement and agreement by the Active Weighting Funds ETF Trust (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 28th, 2018 • Active Weighting Funds ETF Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the 23rd day of March 2018, by and between Active Weighting Funds ETF Trust (the “Trust”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“Fund Services”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • October 2nd, 2017 • Active Weighting Funds ETF Trust • New York

THIS AGREEMENT is made as of August 4th, 2017 by and between each Trust listed on the signature page hereto (each a “Fund”, and collectively the “Funds” as applicable) and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

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CUSTODY AGREEMENT
Custody Agreement • April 26th, 2019 • Listed Funds Trust • Minnesota

THIS CUSTODY AGREEMENT (the “Agreement”) is made and entered into as of the 9th day of April, 2019, by and between LISTED FUNDS TRUST, a Delaware statutory trust, (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

AMENDMENT TO THE LISTED FUNDS TRUST CUSTODY AGREEMENT
Listed Funds Trust Custody Agreement • May 12th, 2022 • Listed Funds Trust

THIS AMENDMENT to the Custody Agreement, dated as of April 25, 2019 (the “Agreement”), is entered into as of the last date on the signature block, by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

FORM OF ACTIVE WEIGHTING FUNDS ETF TRUST PURCHASING FUND AGREEMENT
Purchasing Fund Agreement • October 2nd, 2017 • Active Weighting Funds ETF Trust

This Purchasing Fund Agreement (the “Agreement”) is made as of the date set forth below between the Active Weighting Funds ETF Trust (the “Trust”) and _________________________ (the “Purchasing Fund”).

LISTED FUNDS TRUST Fee Waiver Agreement December 14, 2022
Listed Funds Trust • August 28th, 2023 • Listed Funds Trust • Delaware

THIS FEE WAIVER AGREEMENT (the “Agreement”) is entered into by and between Listed Funds Trust, a Delaware statutory trust (the “Trust”), on behalf of the Teucrium AiLA Long-Short Base Metals Strategy ETF (the “Fund”), a series of the Trust, and Teucrium Investment Advisors, LLC (“Adviser”), the Fund’s investment adviser.

AMENDMENT TO THE LISTED FUNDS TRUST CUSTODY AGREEMENT
Listed Funds Trust Custody Agreement • December 13th, 2019 • Listed Funds Trust

THIS AMENDMENT to the Custody Agreement, dated as of April 25, 2019 (the “Agreement”), is entered into as of the last date on the signature block by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

AUTHORIZED PARTICIPANT AGREEMENT QUASAR DISTRIBUTORS, LLC MILWAUKEE, WI 53202
Authorized Participant Agreement • May 23rd, 2019 • Listed Funds Trust • Delaware

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Quasar Distributors, LLC (the “Distributor”) and [ ] (the “Participant” and, together with the Distributor, the “Parties”) and is subject to acceptance by U.S. Bancorp Fund Services, LLC (the “Index Receipt Agent”) as index receipt agent for Listed Funds Trust (the “Trust”).

AMENDMENT TO THE LISTED FUNDS TRUST CUSTODY AGREEMENT
Listed Funds Trust Custody Agreement • June 12th, 2023 • Listed Funds Trust

THIS AMENDMENT, effective as of the last date on the signature block, to the Custody Agreement, dated as of April 25, 2019 (the “Agreement”), as amended, by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

AMENDMENT TO THE LISTED FUNDS TRUST CUSTODY AGREEMENT
Listed Funds Trust Custody Agreement • December 23rd, 2019 • Listed Funds Trust

THIS AMENDMENT to the Custody Agreement, dated as of April 25, 2019 (the “Agreement”), is entered into by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”), and is effective as of the last date on the signature block.

AMENDMENT TO THE LISTED FUNDS TRUST FUND SERVICING AGREEMENT
Fund Servicing Agreement • December 23rd, 2019 • Listed Funds Trust

THIS AMENDMENT to the Fund Servicing Agreement, dated as of April 25, 2019 (the “Agreement”), is entered into by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”), and is effective as of the last date on the signature block.

AMENDMENT TO THE LISTED FUNDS TRUST FUND SERVICING AGREEMENT
Fund Servicing Agreement • March 2nd, 2022 • Listed Funds Trust

THIS AMENDMENT to the Fund Servicing Agreement, dated as of April 25, 2019 (the “Agreement”), is entered into as of the last date on the signature block, by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

FOURTH AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • December 23rd, 2019 • Listed Funds Trust • Delaware

This fourth amendment (this “Amendment”) to the ETF Distribution Agreement dated June 7, 2017 (the “Agreement”), is entered into on September 25, 2019, 2019 (the “Execution Date”) by and between Listed Funds Trust (f/k/a Active Weighting Funds ETF Trust) (the “Trust”) and Foreside Fund Services, LLC (“Foreside”), with an effective date of November 26, 2019 (the “Effective Date”).

Morgan Lewis
Listed Funds Trust • June 1st, 2020

Re: Agreement and Plan of Reorganization, dated as of December 18, 2019 (the "Agreement"), by and among (i) Cambria ETF Trust, a Delaware statutory trust ("Cambria Trust"), on behalf of its series, the Cambria Core Equity ETF (the "Existing Fund"); (ii) Listed Funds Trust, a Delaware statutory trust ("LiFT"), on behalf of its series, the Core Alternative ETF (the "Acquiring Fund"); and (iii) solely for the purposes of Section 9.1 of the Agreement, Core Alternative Capital, LLC, the investment adviser to the Acquiring Fund.

AMENDMENT TO THE LISTED FUNDS TRUST FUND SERVICING AGREEMENT
Fund Servicing Agreement • December 13th, 2019 • Listed Funds Trust

THIS AMENDMENT to the Fund Servicing Agreement, dated as of April 25, 2019 (the “Agreement”), is entered into as of the last date on the signature block, by and between LISTED FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

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