Gabelli ETFs Trust Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 15th, 2020 • Gabelli ETFs Trust • New York

THIS AGREEMENT is made as of the day of , 2020, by and between the GABELLI ETFs TRUST (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 240 Greenwich Street, New York, New York 10286 (the “Bank”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 20th, 2020 • Gabelli ETFs Trust • New York

INVESTMENT ADVISORY AGREEMENT, dated , 2020, between The Gabelli ETFs Trust, a Delaware statutory trust, on behalf of Gabelli Love Our Planet & People ETF (the “Trust” and the “Fund”, respectively), and Gabelli Funds, LLC (the “Adviser”), a New York limited liability company.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 10th, 2023 • Gabelli ETFs Trust • New York

INVESTMENT ADVISORY AGREEMENT, dated ______________, 2023, between The Gabelli ETFs Trust, a Delaware statutory trust, on behalf of Gabelli Aerospace and Defense ETF (the “Trust” and the “Fund”, respectively), and Gabelli Funds, LLC (the “Adviser”), a New York limited liability company.

DISTRIBUTION AGREEMENT FOR THE GABELLI ETFS TRUST
Distribution Agreement • October 20th, 2020 • Gabelli ETFs Trust • New York

Distribution Agreement (the “Agreement”), dated [ ], 2020 between the Gabelli ETFs Trust, a Delaware statutory trust (the “Trust”), and G.distributors, LLC, a Delaware limited liability company (the “Distributor”).

ACTIVESHARES® ETFs AP REPRESENTATIVE CONFIDENTIALITY & UNDERTAKINGS AGREEMENT
Undertakings Agreement • October 15th, 2020 • Gabelli ETFs Trust • New York

This AP Representative Confidentiality Agreement (this “Agreement”) is entered into by and among (“AP Representative”) and the Gabelli ETFs Trust (the “Trust”), an open-end management investment company registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of each of its separate series (each, a “Fund” and collectively, the “Funds”). Capitalized terms used herein and not otherwise defined have the meaning assigned to them in Section 6 of this Agreement.

GABELLI ETFS TRUST FEE WAIVER AGREEMENT
Fee Waiver Agreement • March 9th, 2023 • Gabelli ETFs Trust • New York

THIS FEE WAIVER AGREEMENT (the “Agreement”) is effective as of the [__] day of [__], 2023, by and between Gabelli ETFs Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli Commercial Aerospace and Defense ETF (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”).

GABELLI ETFS TRUST FEE WAIVER AGREEMENT
Fee Waiver Agreement • March 9th, 2023 • Gabelli ETFs Trust • New York

THIS FEE WAIVER AGREEMENT (the “Agreement”) is effective as of the [__] day of [___], 2023, by and between Gabelli ETFs Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli Equity Income ETF (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”).

FORM OF AUTHORIZED PARTICIPANT AGREEMENT GABELLI ETFS TRUST
Authorized Participant Agreement • October 20th, 2020 • Gabelli ETFs Trust • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between G.distributors, 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 Gabelli ETFs 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 13(c) herein.

AMENDMENT TO FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • October 20th, 2020 • Gabelli ETFs Trust • New York

This Amendment (“Amendment”) is made as of the day of , 2020, by and between GAMCO INVESTORS, INC. (the “Client”) for and on behalf of each entity listed on Annex I attached to the Agreement (as defined below) (each, a “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON (“BNYM”).

INITIAL SUBSCRIPTION AGREEMENT
Initial Subscription Agreement • December 28th, 2020 • Gabelli ETFs Trust

The Gabelli ETFs Trust (the “Trust”), a Delaware statutory trust, and Gabelli Funds, LLC (the “Purchaser”), a New York limited liability company, hereby agree as follows:

Appendix A
Appendix A • October 20th, 2020 • Gabelli ETFs Trust

THIS APPENDIX A, amended and restated as of , 2020, is the Appendix A to that certain Custody Agreement between GAMCO INVESTORS, INC. and THE BANK OF NEW YORK MELLON dated June 10, 2008, as amended.

GABELLI ETFS TRUST FEE WAIVER AGREEMENT
Fee Waiver Agreement • October 20th, 2020 • Gabelli ETFs Trust • New York

THIS FEE WAIVER AGREEMENT (the “Agreement”) is effective as of the [ ] day of [ ], 2020, by and between Gabelli ETFs Trust, a Delaware statutory trust (the “Trust”), on behalf of its series, Gabelli Love Our Planet & People ETF (the “Fund”), and the investment adviser, Gabelli Funds, LLC (the “Adviser”).

AMENDMENT TO SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Sub-Administration and Accounting Agreement • October 15th, 2020 • Gabelli ETFs Trust

This Amendment (the “Amendment”) is made as of , 2020 by and between GABELLI FUNDS LLC (the “Administrator”) with respect to each investment company referenced on Exhibit A hereto (each, a “Fund”, collectively, the “Funds”) and THE BANK OF NEW YORK MELLON (as assigned from BNY Mellon Investment Servicing (US) Inc.) (“BNY Mellon”).

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