0001213900-22-053441 Sample Contracts

CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And EMERGE ETF TRUST
Custody Agreement • September 2nd, 2022 • Emerge ETF Trust • New York

This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY Mellon”), and EMERGE ETF TRUST, a Delaware statutory trust (“Customer”) on behalf of each series listed on Appendix I (a “Series”). BNY Mellon and Customer are collectively referred to as the “Parties” and individually as a “Party”.

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DISTRIBUTION AGREEMENT
Distribution Agreement • September 2nd, 2022 • Emerge ETF Trust • New York

THIS AGREEMENT is made as of August 25, 2022, between Emerge ETF Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

EMERGE ETF TRUST on behalf of Emerge EMPWR Sustainable Emerging Markets Equity ETF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 2nd, 2022 • Emerge ETF Trust • New York

THIS INVESTMENT MANAGEMENT AGREEMENT, effective as of ____________, 2022, is made between EMERGE ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of Emerge EMPWR Sustainable Emerging Markets Equity ETF (the “Fund”), a series of the Trust, and EMERGE CAPITAL MANAGEMENT, INC. a New York corporation (the “Manager”).

Emerge ETF Trust INVESTMENT SUB-ADVISORY AGREEMENT with Emerge Capital Management, Inc.
Sub-Advisory Agreement • September 2nd, 2022 • Emerge ETF Trust • New York

This INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, _____, by and between Emerge Capital Management, Inc., a New York corporation with its principal place of business at 325 Delaware Avenue, Suite 204, Buffalo, NY 14202 (the “Adviser”), and Zevin Asset Management, LLC, a Massachusetts limited liability company with its principal place of business located at 2 Oliver Street, Suite 806, Boston, MA 02109 (the “Sub-Adviser”).

Emerge ETF Trust INVESTMENT SUB-ADVISORY AGREEMENT with Emerge Capital Management, Inc.
Investment Sub-Advisory Agreement • September 2nd, 2022 • Emerge ETF Trust • New York

This INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of this ___ day of ____________, _____, by and between Emerge Capital Management, Inc., a New York corporation with its principal place of business at 325 Delaware Avenue, Suite 204, Buffalo, NY 14202 (the “Adviser”), and Catherine Avery Investment Management LLC d/b/a CAIM LLC, a Connecticut limited liability company with its principal place of business located at 595 Bay Isles Road, Suite 210, Longboat Key, FL 34228 (the “Sub-Adviser”).

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 2nd, 2022 • Emerge ETF Trust • New York

THIS AGREEMENT is made as of the ______ day of __________, 2022, by and between Emerge ETF Trust, a Delaware statutory trust, on behalf of its series listed on Appendix A hereto (as such Appendix may be amended from time to time) (each a “Fund” and collectively, the “Funds”) having its principal office and place of business at 325 Delaware Avenue, Suite 204, Buffalo, New York 14202 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”).

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • September 2nd, 2022 • Emerge ETF Trust • New York

THIS AGREEMENT is made as of _________, 2022 by and between Emerge ETF Trust (the “Trust”), a Delaware statutory trust, on behalf of each of the series listed on Exhibit A (each a “Fund”, and collectively the “Funds” as applicable), having its principal place of business at 325 Delaware Avenue, Suite 204, Buffalo, New York 14202 and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

PURCHASE AGREEMENT
Purchase Agreement • September 2nd, 2022 • Emerge ETF Trust

Emerge ETF Trust (the “Trust”), a Delaware statutory trust, and Emerge Capital Management Inc. (“Emerge Capital”) hereby agree as follows:

EXPENSE LIMITATION AGREEMENT Emerge ETF Trust
Expense Limitation Agreement • September 2nd, 2022 • Emerge ETF Trust

This Agreement is effective as of _______, 2022, by and between EMERGE ETF TRUST, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust identified on Appendix A attached hereto (each, a “Fund”), and EMERGE CAPITAL MANAGEMENT, INC., a New York corporation (the “Adviser”).

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