0001580642-16-011122 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 21st, 2016 • Strategy Shares • New York

WHEREAS, the Adviser acts as an investment adviser to series of the Trust, pursuant to a Management Agreement dated as of January 1, 2016 (the "Management Agreement");

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SERVICES AGREEMENT STRATEGY SHARES and CITI FUND SERVICES OHIO, INC.
Services Agreement • September 21st, 2016 • Strategy Shares • New York

THIS SERVICES AGREEMENT is made on January 1, 2016, by and between Strategy Shares, a statutory trust organized under the laws of Delaware, (the “Client”) and Citi Fund Services Ohio, Inc., an Ohio corporation with its primary place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (the “Service Provider” and, with the Client, the “Parties”).

EXPENSE LIMITATION AGREEMENT STRATEGY SHARES
Expense Limitation Agreement • September 21st, 2016 • Strategy Shares

EXPENSE LIMITATION AGREEMENT, by and between Active Alts, Inc. (the “Sub-Adviser”) and Strategy Shares (the “Trust”), formerly known as Huntington Strategy Shares, dated September 16, 2016, on behalf of each series of the Trust listed on Exhibit A (each a “Fund” and together the “Funds”).

FIRST AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • September 21st, 2016 • Strategy Shares • Delaware

This First Amendment (the “Amendment”) to the ETF Distribution Agreement dated as of May 1, 2016 (the “Agreement”), by and between Strategy Shares (the “Trust”), and Foreside Fund Services, LLC (the “Distributor”), is hereby effective as of September 16, 2016 (the “Effective Date”).

Exhibit A Series of the Trust April 29, 2016 As amended June 23, 2016
Strategy Shares • September 21st, 2016
AMENDMENT TO THE CUSTODIAL AND AGENCY SERVICES AGREEMENT
The Custodial and Agency Services Agreement • September 21st, 2016 • Strategy Shares

This Amendment is made to the Custodial and Agency Services Agreement dated January 1, 2016 (the “Agreement”) between Citibank, N.A. (“Citibank”) and Strategy Shares (the “Client”, together with Citibank, the “Parties”). This amendment shall be effective as of the ________, 2016.

MANAGEMENT AGREEMENT Rational Advisors, Inc.
Management Agreement • September 21st, 2016 • Strategy Shares
AMENDMENT TO THE SERVICES AGREEMENT
The Services Agreement • September 21st, 2016 • Strategy Shares

This Amendment is made to the Services Agreement dated January 1, 2016 (the “Agreement”) between Citi Fund Services Ohio, Inc. (“Citi”) and Strategy Shares (the “Client”, together with Citi, the “Parties”). This amendment shall be effective as of the ________, 2016.

SUPPORT SERVICES AGREEMENT RATIONAL ADVISORS, INC. and CITI FUND SERVICES OHIO, INC.
Support Services Agreement • September 21st, 2016 • Strategy Shares • New York

THIS SERVICES AGREEMENT is made on ___________________, 2016, by and between Rational Advisors, Inc., an Ohio corporation with its primary place of business at 36 N. New York Ave. 2nd Floor, Huntington, New York 11743 (the “Client”) and Citi Fund Services Ohio, Inc., an Ohio corporation with its primary place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (the “Service Provider” and, with the Client, the “Parties”).

AMENDMENT TO THE CUSTODIAL AND AGENCY SERVICES AGREEMENT
The Custodial and Agency Services Agreement • September 21st, 2016 • Strategy Shares

This Amendment is made to the Custodial and Agency Services Agreement dated April 23, 2012 (the “Agreement”) between Citibank, N.A. (“Citibank”) and Strategy Shares (f/k/a “Huntington Strategy Shares”) (the “Client”, together with Citibank, the “Parties”). This amendment shall be effective as of the January 1, 2016.

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