0001580642-16-012651 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • December 9th, 2016 • Strategy Shares • New York

The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently offers several series of shares to investors.

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 9th, 2016 • Strategy Shares • New York

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

EXPENSE LIMITATION AGREEMENT STRATEGY SHARES
Expense Limitation Agreement • December 9th, 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 20, 2016, on behalf of each series of the Trust listed on Exhibit A (each a “Fund” and together the “Funds”).

AMENDMENT TO SERVICES AGREEMENT
Services Agreement • December 9th, 2016 • Strategy Shares

THIS AMENDMENT made effective as of December 1, 2016 (“Amendment”) to that certain Services Agreement dated January 1, 2016 (as amended and in effect as of the date hereof, the “Agreement”), among Strategy Shares (the “Client”), on the one hand, and Citi Fund Service Ohio, Inc. (“CFSO”) and Citibank, N.A. (“Citibank” and, together with CFSO, the “Service Provider”), on the other hand. All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

AMENDMENT TO THE CUSTODIAL AND AGENCY SERVICES AGREEMENT
The Custodial and Agency Services Agreement • December 9th, 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 November 1, 2016.

TRADING SUB-ADVISORY AGREEMENT
Trading Sub-Advisory Agreement • December 9th, 2016 • Strategy Shares • New York

WHEREAS, the Sub-Adviser acts as an investment adviser to the BioShares BioThreat ETF (the “Fund”), a series of shares of beneficial interest of the Strategy Shares, pursuant to a Sub-Advisory Agreement dated as of [ ], 2016;

AMENDMENT TO THE SERVICES AGREEMENT
The Services Agreement • December 9th, 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 November 1, 2016.

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