0000894189-19-003193 Sample Contracts

FORM OF
Sub-Advisory Agreement • May 24th, 2019 • Absolute Shares Trust • New York

This Sub-Advisory Agreement (“Agreement”) entered into as of March 5, 2019, by and between Millington Securities Inc., a corporation organized under the laws of the State of Illinois (“Advisor”), and WBI Investments, Inc., a corporation organized under the laws of the State of New Jersey (“Sub-Advisor”).

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FOURTH AMENDMENT TO THEABSOLUTE SHARES TRUST
Theabsolute Shares Trust • May 24th, 2019 • Absolute Shares Trust

THIS FOURTH AMENDMENT, effective as of March 5, 2019, to the Custody Agreement, dated as of June 11, 2014, as amended October 7, 2015, October 1, 2016 and November 11, 2016, (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association ("Custodian").

FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • May 24th, 2019 • Absolute Shares Trust

THIS FIFTH AMENDMENT, effective as of March 5, 2019, to the Fund Accounting Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015, October 1, 2016 and November 11, 2016 (the “Agreement”), is entered into by and between ABSOLUTE SHARES 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 (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • May 24th, 2019 • Absolute Shares Trust

THIS FIFTH AMENDMENT, effective as of March 05, 2019, to the Fund Administration Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015, October 1, 2016 and November 11, 2016, (the “Agreement”), is entered into by and between ABSOLUTE SHARES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC U.S. BANCORP FUND SERVICES, LLC, d/b/a U.S. Bank Global Fund Services a Wisconsin limited liability company (“Fund Services”).

Distribution Agreement
Distribution Agreement • May 24th, 2019 • Absolute Shares Trust

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

SECOND AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • May 24th, 2019 • Absolute Shares Trust • Delaware

This second Amendment (this “Amendment”) to the Distribution Agreement dated as of May 31, 2017 as novated (the “Agreement”), is entered into on March 5, 2019 (the “Execution Date”) by and between Absolute Shares Trust (the “Trust”) and Foreside Fund Services, LLC (''Foreside”), with an effective date of March 5, 2019 (the “Effective Date”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 24th, 2019 • Absolute Shares Trust

THIS FIFTH AMENDMENT, effective as of March 5, 2019, to the Transfer Agent Servicing Agreement dated as of June 11, 2014, as amended April 7, 2015, October 7, 2015, October 1, 2016 and November 11, 2016, (the “Agreement”), is entered into by and between ABSOLUTE SHARES 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”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 24th, 2019 • Absolute Shares Trust • New York

This Investment Advisory Agreement (“Agreement”) is made and entered into as of March 5, 2019, by and between Absolute Shares Trust, a Delaware statutory trust (“Trust”), on behalf of the funds listed on Appendix A, each a series of shares of the Trust (each, a “Fund” and, collectively, “Funds”), and Millington Securities Inc., a corporation organized under the laws of the State of Illinois (“Advisor”).

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