Exhibit
10.1


 


FORM
OF


 


ACCOUNTING
AND ADMINISTRATION SERVICE AGREEMENT


 


THIS
AGREEMENT is made and entered into as of this ___ day of ____________, 2020, by and between DYNAMIC SHARES TRUST, a
Delaware statutory trust, having its principal office and place of business at 401 W Superior St, Suite 300, Chicago, IL 60654
(the “Trust”), on behalf of its series listed in Appendix A and all future series of the Trust (each a “Fund”,
and collectively the “Funds” as applicable) Dynamic Shares LLC,
a Delaware limited liability company, (the “Sponsor”), and THE NOTTINGHAM COMPANY, a North Carolina business
corporation, having its principal office and place of business at 116 South Franklin Street, Rocky Mount, North Carolina 27804
(the “Administrator”).


 


WHEREAS,
the Administrator is in the business of providing fund accounting and administration services for the benefit of its customers;
and


 


WHEREAS,
the Trust desires to retain the Administrator to provide such fund accounting and administration services to each series of the
Trust listed in Appendix A hereof (and as periodically amended); and


 


WHEREAS,
the Administrator is willing to provide such fund accounting and administration services on the terms and conditions set forth
in this agreement;


 


NOW
THEREFORE, in consideration of the premises and mutual covenants contained herein, the Trust and the Administrator hereby
agree as follows:


 


	1.	APPOINTMENT OF THE ADMINISTRATOR




 


		(a)	The
                                         Trust, on behalf of each Fund listed in Appendix A, hereby retains the Administrator
                                         to provide the accounting and administrative services enumerated in Appendix B hereof,
                                         for the period and on the terms set forth in this Agreement.



 


		(b)	The
                                         Administrator hereby agrees to be retained and to furnish the services enumerated in
                                         Appendix B, for the period and on the terms set forth in this Agreement, in return for
                                         the compensation as provided in Section 4 of this Agreement.



 


		2.	SERVICES
                                         AND DUTIES OF THE ADMINISTRATOR



 


		(a)	With
                                         respect to each Fund, the Administrator shall provide, or cause to be provided, the accounting
                                         and administrative duties as set forth in Appendix B. The Administrator shall exercise
                                         reasonable customary care in the performance of its duties under this Agreement.



 


		(b)	The
                                         Administrator may from time to time adopt procedures, or modify its procedures, to implement
                                         the terms of this Agreement. However, at all times the Administrator will perform its
                                         services and duties in compliance with, and according to, the policies and direction
                                         of the Trust.



 


		(c)	The
                                         parties hereby mutually agree that the services and duties of the Administrator shall
                                         be confined to those matters expressly set forth in Appendix B or otherwise herein, and
                                         no implied duties are assumed by or may be asserted against the Administrator.



 




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		3.	BOOKS
                                         AND RECORDS



 


		(a)	Record
                                         Maintenance. The Administrator shall maintain customary books and records in connection
                                         with its duties as specified in this Agreement. The Administrator shall (i) keep all
                                         books and records with respect to each Fund’s books of account, (ii) records of
                                         each Fund’s securities transactions, and (iii) all other books and records as required
                                         pursuant to Commodity Futures Trading Commission Regulation 1.31 (“CFTC Regulation
                                         1.31”) in connection with the services provided hereunder and Rule 31a-1 and under
                                         the 1940 Act, as if the Fund were subject to such requirements, and will maintain those
                                         books and records of the Trust and the Fund, and act as the document repository thereof,
                                         as required by CFTC regulation 1.31 and according to its normal retention schedule for
                                         such books and records. Any such books or records that are prepared and maintained by
                                         the Administrator on behalf of the Trust shall be the property of the Trust and will
                                         be made available to or surrendered promptly to the Trust on request. Notwithstanding
                                         the foregoing, the Administrator shall be entitled to keep copies of any books or records
                                         that the Administrator may be required to retain by law or regulation.



 


With
prior approval of the Trust and in compliance with applicable law, the Administrator may subcontract to a third party the storage
and maintenance of the Trust’s books and records and such costs and expenses shall be the responsibility of the Trust.


 


In
case of any request or demand for the inspection of such records by another party, the Administrator will notify the Trust and
follow the Trust’s instructions as to permitting or refusing such inspection; provided that the Administrator may exhibit
such records as provided in Section 14 of this Agreement and to any person in any case where it is advised by its counsel that
it may be held liable for failing to do so, unless (in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.


 


		(b)	Delivery
                                         of Documents. The Trust shall provide the Administrator with the necessary documents,
                                         records, and other information in its possession or control to enable the Administrator
                                         to perform its duties and obligations under this Agreement, including, but not limited
                                         to, a copy of the Trust documents and any amendments thereto.



 


		(c)	Converting
                                         to Administrator’s System. The Trust agrees to cooperate with the Administrator
                                         in converting to the Administrator’s data processing system and software (“Administrator’s
                                         System”) to the extent necessary for Administrator to perform the Administrator’s
                                         duties under this Agreement. Notwithstanding anything to the contrary in this Agreement,
                                         the Trust acknowledges and agrees that all computer programs and procedures developed
                                         by or for the Administrator to perform its duties and services under this Agreement,
                                         including, but not limited to, the Administrator’s Systems, are and shall remain
                                         the sole property of the Administrator.



 


		4.	FEES,
                                         EXPENSES AND OTHER COMPENSATION



 


		(a)	Fees.
                                         In exchange for the services provided by the Administrator pursuant to Appendix B
                                         or otherwise herein, the Trust hereby agrees to pay, or cause to be paid, to the Administrator
                                         fees as specified in the Fund specific Appendices hereof. The Administrator will be entitled
                                         to additional compensation for any special projects or services requested by the Trust
                                         outside the scope of Appendix B or otherwise herein.



 




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Asset-based
compensation will be calculated and accrued daily and paid to the Administrator monthly. For flat fees, partial months will be
prorated. Where applicable, the fee shall be calculated based upon the average daily net assets of each Fund. For this purpose,
the average daily net assets shall be computed in the manner described in the Trust’s Declaration of Trust or the Trust’s
Prospectus or Statement of Additional Information for that Fund.


 


		(b)	Special
                                         Projects. The Trust may, from time to time, request that the Administrator perform
                                         additional tasks above and beyond the general scope of its responsibilities under Appendix
                                         B herein. The Trust hereby agrees to pay, or cause to be paid, to the Administrator special
                                         project fees as specific in Schedule 1 hereof.



 


		(c)	Expenses.
                                         The Trust hereby assumes and will pay, or cause to be paid, all expenses of the Trust
                                         and the Fund(s) pursuant to Schedule 2 hereof and will allocate the Fund(s)’ portion
                                         of such expenses to the Fund(s) for direct payment.



 


		(d)	Reimbursement.The
                                         Trust will promptly reimburse, or cause to be reimbursed, the Administrator for its reasonable
                                         expenses in connection with the Trust’s and the Fund(s)’ activities including,
                                         but not limited to:



 


		(i)	costs
                                         of telephone services (but not telephone equipment) including, but not limited to, long
                                         distance telephone and wire charges;



 


		(ii)	postage
                                         and delivery costs;



 


		(iii)	costs
                                         to print special forms and stationary;



 


		(iv)	copying
                                         charges;



 


		(v)	costs
                                         of financial publications (if any) or professional memberships (e.g. ICI membership)
                                         in connection with the Trust’s and the Fund(s)’ activities;



 


		(vi)	third
                                         party storage fees of the Trust’s and the Fund(s)’ files and records, etc.;
                                         and



 


		(vii)	any
                                         travel and lodging expenses incurred by officers and employees of the Administrator in
                                         connection with its services under this agreement.



 


		(e)	Compensation
                                         from Transactions. The Trust authorizes any entity or person associated with the
                                         Administrator that is a member of a national securities exchange to effect any transaction
                                         on the exchange for the account of the Trust which is permitted by Section 11(a) of the
                                         Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust consents
                                         to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv)
                                         thereunder.



 


		(f)	Survival
                                         of Compensation Rates. All rights of compensation under this Agreement for services
                                         performed as of the termination date will survive the termination of this Agreement.
                                         In addition, upon liquidation or upon termination of this Agreement as to any Fund, the
                                         Administrator shall be entitled to such other compensation as set forth in Appendix C.



 




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		5.	NON-EXCLUSIVITY



 


The
services of the Administrator rendered to the Trust are not to be deemed to be exclusive. The Administrator is free to render
such services to others and to have other businesses and interests. It is understood that trustees, officers, employees, or shareholders
of the Trust are or may be or become interested in the Administrator, as directors, officers, employees, and shareholders or otherwise
and that directors, officers, employees, and shareholders of the Administrator and its counsel are or may be or become similarly
interested in the Trust, and that the Administrator may be or become interested in the Trust as a shareholder or otherwise.


 


		6.	INDEPENDENT
                                         CONTRACTOR STATUS



 


The
Administrator will, for the purpose of this Agreement, be deemed an independent contractor and, unless otherwise expressly provided
or authorized, will have no authority to act or represent the Trust in any way and will not be deemed an agent of the Trust.


 


		7.	LIMITATION
                                         OF LIABILITY, INDEMNIFICATION, AND RELIANCE



 


For
the purposes of this Section 7 the term “Administrator” shall include directors, officers, employees, and other agents
of the Administrator, as well as the Administrator itself:


 


		(a)	Limitation
                                         of Liability. The duties of the Administrator shall be confined to those expressly
                                         set forth in this Agreement, and no implied duties are assumed by or may be asserted
                                         against the Administrator. The Administrator shall not be liable for any error of judgment,
                                         mistake of law, loss or damage suffered by the Fund(s) in connection with any investment,
                                         or any act or omission of the Administrator in carrying out its duties under this Agreement,
                                         except a loss or damage resulting directly from willful misconduct or gross negligence
                                         on the part of the Administrator in the performance of its duties under this Agreement,
                                         or from reckless disregard by the Administrator of its obligations under this Agreement.



 


Further,
in no event shall the Administrator be liable under any provision of, or in connection with, this agreement (regardless of whether
a claim is based on contract, tort, or otherwise) for any damages other than actual and direct damages, and the Administrator
shall have no liability for any incidental, indirect, consequential, special, or exemplary damages or losses which the Fund(s)
may incur or suffer, whether or not the likelihood or possibility of such damages was known to the Administrator in advance.


 


		(b)	Indemnification.
                                         Provided that the Administrator has exercised reasonable customary care in the performance
                                         of its duties under this Agreement, the Trust assumes full responsibility and will indemnify
                                         and defend the Administrator and hold it harmless from and against any and all actions,
                                         suits, and claims, whether groundless or otherwise, and from and against any and all
                                         losses, damages, costs, charges, reasonable counsel fees, and disbursements, payments,
                                         expenses, and liabilities (including reasonable investigation expenses) of every nature
                                         and character arising or occurring directly or indirectly out of Administrator’s
                                         relationship to the Trust under this Agreement or any of Administrator’s action
                                         taken or nonactions with respect to the performance of services under this Agreement;
                                         provided, however, Administrator shall not be indemnified against any liability arising
                                         out of its own willful misfeasance, bad faith, gross negligence, or reckless disregard
                                         in the performance of its duties or its own reckless disregard of its duties or obligations
                                         under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely
                                         survive the termination of this Agreement.



 




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The
rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened
litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision
contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify, defend, or hold
the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning
any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust,
but failure to do so in good faith will not affect the rights under this Agreement.


 


The
Trust will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce
any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense will
be conducted by counsel or chosen by the Trust and satisfactory to the Administrator, whose approval will not be unreasonably
withheld. In the event the Trust elects to assume the defense of any suit and retain counsel, the Administrator will bear the
fees and expenses of any additional counsel retained by it, absent a conflict of interest between the Trust and the Administrator.
In the event of a conflict between the Trust and the Administrator or if the Trust does not elect to assume the defense of a suit,
the Trust shall reimburse the Administrator for the reasonable fees and expenses of any counsel retained by Administrator.


 


The
Administrator may apply to the Trust at any time for instructions and may consult with the Trust’s counsel with respect
to any matter arising in connection with the Administrator’s duties, and the Administrator will not be liable or accountable
for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of the Trust’s
counsel or auditors. Also, the Administrator will be protected in acting on any document that it reasonably believes to be genuine
and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any
change of authority of any officers, employee, or agent of the Trust until receipt of written notice thereof from the Trust.


 


Should
the foregoing indemnification agreement be found unenforceable or that contribution is required from Administrator, then the Administrator’s
aggregate contribution for all losses, claims, damages, or liabilities, including rescission liabilities, shall not exceed the
value of all fees earned by and expenses reimbursed to the Administrator pursuant to this Agreement. No person or entity guilty
of fraudulent misrepresentation shall be entitled to contribution from any person or entity that is not so guilty.


 


Performance
by the Administrator of its obligations under this Agreement does not absolve or release the Trust or the Trust’s Sponsor
or commodity pool operator from its fiduciary responsibilities to the Funds or the Funds’ shareholders.


 


		(c)	Reliance.
                                         Except to the extent that the Administrator may be liable pursuant to this Section
                                         7, the Administrator shall not be liable for any action taken or failure to act in good
                                         faith in reliance upon:



 


		(i)	Advice
                                         from the Trust or from counsel to the Trust;



 




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		(ii)	Any
                                         oral instruction which it receives and which it reasonably believes in good faith (pursuant
                                         to procedures mutually agreed to by the Administrator and the Advisors) was transmitted
                                         by the person or persons authorized by the Trust to give such oral instruction;



 


		(iii)	Any
                                         written instruction or certified copy of any resolution of the Trust, and the Administrator
                                         may rely upon the genuineness of any such document, copy or facsimile thereof reasonably
                                         believed in good faith by the Administrator to have been validly executed; or



 


		(iv)	Any
                                         signature, instruction, request, letter of transmittal, certificate, opinion of counsel,
                                         statement, instrument, report, notice, consent, order, or other document reasonably believed
                                         in good faith by the Administrator to be genuine and to have been signed or presented
                                         by the Trust or other proper party or parties;



 


and
the Administrator shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack of
authority of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion
of counsel, instrument, report, notice, consent, order, or any other document or instrument which the Administrator reasonably
believes in good faith to be genuine.


 


		(d)	Errors
                                         of Others. The Administrator shall not be liable for the errors of other service
                                         providers to the Trust, including the errors of pricing services (other than to pursue
                                         all reasonable claims against the pricing service based on the pricing services’
                                         standard contracts entered into by the Administrator) and errors in information provided
                                         by an commodity pool operator (including prices and pricing formulas and the untimely
                                         transmission of trade information) or custodian to the Trust; except or unless any of
                                         the Administrator’s actions or inaction is a direct or proximate cause of the error.



 


		(e)	Reliance
                                         on Electronic Instructions. If the Trust has the ability to originate electronic
                                         instructions to the Administrator in order to (i) effect the transfer or movement of
                                         cash or Shares or (ii) transmit Shareholder information or other information, then in
                                         such event the Administrator shall be entitled to rely on the validity and authenticity
                                         of such instruction without undertaking any further inquiry as long as such instruction
                                         is undertaken in conformity with security procedures established and agreed upon by the
                                         Administrator and the Advisors.



 


		(f)	If
                                         the Trust requires for the Administrator to provide the Fund with portfolio compliance
                                         services, such services shall be provided pursuant to the terms of this Section 7 (the
                                         “Portfolio Compliance Services”). The precise compliance review and testing
                                         services to be provided shall be as directed by each Fund and as mutually agreed between
                                         Administrator and such Fund, and the results of Administrator’s Portfolio Compliance
                                         Services shall be detailed in a portfolio compliance summary report (the “Compliance
                                         Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance
                                         Summary Report shall be subject to review and approval by the respective Fund.



 


		(g)	A
                                         Fund will examine each Compliance Summary Report delivered to it by Administrator and
                                         notify Administrator of any error, omission or discrepancy within ten (10) days of its
                                         receipt. The Fund agrees to notify Administrator promptly in writing if it fails to receive
                                         any such Compliance Summary Report. The Fund further acknowledges that unless it notifies
                                         Administrator of any error, omission or discrepancy within 10 days, such Compliance Summary
                                         Report shall be deemed final and shall not be reissued. In addition, if the Fund learns
                                         of any out-of-compliance condition before receiving a Compliance Summary Report reflecting
                                         such condition, the Fund will notify Administrator of such condition within one (1) business
                                         day after discovery thereof.



 




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		(h)	While
                                         Administrator will endeavor to identify out-of-compliance conditions, Administrator does
                                         not and could not for the fees charged, make any guarantees, representations, or warranties
                                         with respect to its ability to identify all such conditions. In the event of any errors
                                         or omissions in the performance of Portfolio Compliance Services, the Fund’s sole
                                         and exclusive remedy and Administrator’s sole liability shall be limited to re-performance
                                         by Administrator of the Portfolio Compliance Services affected and in connection therewith
                                         the correction of any error or omission, if practicable and the preparation of a corrected
                                         report, at no cost to the Fund.



 


		8.	EFFECTIVE
                                         DATE, DURATION AND TERMINATION



 


		(a)	Effective
                                         Date.This Agreement shall become effective on the date first written above.



 


		(b)	Duration.
                                         This Agreement shall remain effective for a period of three years. Thereafter, this
                                         Agreement shall continue in full force and effect unless terminated by either party.



 


		(c)	Termination.
                                         This Agreement may be terminated by either party at the end of the initial term or
                                         any renewal term by giving not less than ninety (90) days’ prior written notice
                                         to the other party. This Agreement may also be terminated at any time as follows:



 


		(i)	By
                                         mutual written agreement of the parties; or



 


		(ii)	For
                                         cause – in the event of willful misconduct, gross negligence, or breach of this
                                         Agreement by the non-moving party. Such termination requires giving not less than thirty
                                         (30) days’ prior written notice to the other party.



 


Unless
terminated for cause, the Administrator shall be paid either a Termination or Liquidation fee (as appropriate). Said fee is not
a penalty but an extra fee to compensate the Administrator for its service in assisting in transferring records and reports or
otherwise wrapping up its services under this Agreement for such Fund. The relevant fee shall be as follows:


 


Upon
the termination of this Agreement with respect to any Fund: 


 


		(i)	A
                                         fee equal to the compensation paid (or payable to) the Administrator for the two
                                         months immediately prior to such termination.



 


Upon
the liquidation of any Fund: 


 


		(i)	In
                                         lieu of the foregoing termination fee, a liquidation fee equal to the compensation paid
                                         (or payable to) the Administrator for the three months immediately prior
                                         such termination.



 


Termination
and Liquidation fees shall be paid promptly upon termination or liquidation, respectively.


 




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Termination
and Liquidation fees shall be in addition to reimbursing the Administrator for its reasonable out-of-pocket expenses in
connection with the Administrator’s activities in effecting such termination or liquidation. This includes, but is not limited
to, the cost of delivering to the Trust or its designee the Trust’s records and documents or copies thereof.


 


		(d)	Cooperation
                                         and Good Faith. Upon termination of this Agreement, the Administrator and the Trust
                                         agree to cooperate in good faith in transferring records and other information in the
                                         Administrator’s possession and wrapping up their relationship under this Agreement
                                         in a commercially reasonable manner.



 


		(e)	Reimbursement.Upon
                                         termination of this Agreement for any reason, the Trust shall pay to the Administrator
                                         such compensation as may be due to the Administrator under this Agreement for services
                                         performed prior to the date of termination, including any out-of-pocket reimbursements
                                         due and payable hereunder.



 


		(f)	Termination
                                         Fee. The above-referenced termination fee is not a penalty, but a charge to compensate
                                         the Administrator for its services in assisting in transferring records and reports and
                                         otherwise wrapping up its services under this Agreement. Notwithstanding the foregoing,
                                         the Administrator shall not be entitled to the termination fee if the Administrator elects
                                         to terminate this Agreement or the Administrator is terminated due to its willful misconduct,
                                         gross negligence, or breach of this Agreement.



 


		(g)	Survival
                                         of Certain Obligations.The obligations of Sections 4, 7, 8, 13, and 14 shall
                                         survive any termination of this Agreement.



 


		9.	AMENDMENTS



 


No
provision of this Agreement may be amended, modified, or waived in any manner except by a written instrument signed by the party
against which the enforcement of such is sought.


 


		10.	ASSIGNMENT
                                         AND SUBCONTRACTING



 


		(a)	Assignment.
                                         The parties hereby mutually consent that:



 


		(a)	Without
                                         the express written consent of both parties, any assignment or attempted assignment of
                                         this Agreement constitutes a breach of the Agreement; and



 


		(b)	Any
                                         such assignment or attempted assignment is void; and



 


		(c)	Any
                                         such assignment or attempted assignment will immediately terminate this Agreement.



 


However,
to the extent that such express written consent is sought, the parties also agree that such consent will not be unreasonably withheld
or delayed.


 


In
the event that this Agreement is successfully assigned, either by express written consent of the parties or in any way otherwise,
this Agreement shall be binding upon the respective assigns.


 


		(b)	Subcontracting.The
                                         parties hereby mutually consent that the Administrator may, at its expense unless otherwise
                                         provided in the Agreement, subcontract with any entity or person concerning the provision
                                         of the services contemplated hereunder. The Administrator shall not, however, be relieved
                                         of any of its obligations under this Agreement by the appointment of such subcontractor.
                                         This Agreement shall be binding upon, and shall inure to the benefit of, the parties
                                         hereto and their respective successors.



 




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		11.	ADDITIONAL
                                         FUNDS AND CLASSES



 


If
the Trust establishes one or more series of Shares or one or more classes of Shares after the effectiveness of this Agreement,
such series of Shares or classes of Shares, as the case may be, shall become Funds and classes under this Agreement. However,
either the Administrator or the Trust may elect in writing not to make any such series or classes subject to this Agreement.


 


		12.	DISTINCTION
                                         OF FUNDS



 


Notwithstanding
any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate
and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt,
obligation or liability of any other Fund, whether arising under this Agreement or otherwise. In cases where there are multiple
funds managed by the same Sponsor or commodity pool operator, every attempt will be made to allocate expenses among the funds
in a manner that represents the division of expense required for each fund’s operations.


 


		13.	PROPRIETARY
                                         INFORMATION



 


		(a)	Proprietary
                                         Information of the Administrator. The Trust acknowledges that the databases, computer
                                         programs, screen formats, report formats, interactive design techniques, and documentation
                                         manuals maintained by the Administrator on databases under the control and ownership
                                         of the Administrator or a third party constitute copyrighted, trade secret, or other
                                         proprietary information (collectively, “the Administrator’s Proprietary Information”)
                                         of substantial value to the Administrator or the third party. The Trust agrees to treat
                                         all Proprietary Information as proprietary to the Administrator and further agrees that
                                         it shall not divulge any Proprietary Information to any person or organization except
                                         as may be provided under this Agreement.



 


		(b)	Proprietary
                                         Information of the Trust. The Administrator acknowledges that the Shareholder list
                                         and all information related to Shareholders furnished to the Administrator by the Trust
                                         or by a Shareholder in connection with this Agreement (collectively, “Customer
                                         Data”), all information regarding the Trust Portfolios, arrangements with brokerage
                                         firms, compensation paid to or by the Trust, trading strategies and all such related
                                         information (collectively, “the Trust’s Proprietary Information”) constitute
                                         proprietary information of substantial value to the Trust. In no event shall the Administrator’s
                                         Proprietary Information be deemed the Trust’s Proprietary Information or Customer
                                         Data. The Administrator agrees to treat all of the Trust’s Proprietary Information
                                         and Customer Data as proprietary to the Trust and further agrees that it shall not divulge
                                         any of the Trust’s Proprietary Information or Customer Data to any person or organization
                                         except as may be provided under this Agreement or as may be directed by the Trust or
                                         as may be duly requested by regulatory authorities.



 


		(c)	Employee
                                         Notification.Each party agrees to take reasonable efforts to advise its employees
                                         of their obligations pursuant to this Section 13. The obligations of this Section shall
                                         survive any earlier termination of this Agreement.



 




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		14.	CONFIDENTIALITY



 


The
Administrator and the Trust agree that all books, records, information, and data pertaining to the business of the other party,
which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement, shall remain confidential,
and shall not be voluntarily disclosed to any other person, except that the Administrator may:


 


		(a)	Prepare
                                         or assist in the preparation of periodic reports to shareholders and regulatory bodies
                                         such as the SEC;



 


		(b)	Provide
                                         information typically supplied in the investment company industry to companies that track
                                         or report price, performance or other information regarding investment companies;



 


		(c)	Release
                                         such other information as approved in writing by the Trust which approval shall not be
                                         unreasonably withheld;



 


		(d)	Release
                                         such information as is necessary when the Administrator is exposed to civil or criminal
                                         liability for failure to comply when divulgence is requested by a duly constitutional
                                         authority or when so requested by the Trust or Advisors;



 


		(e)	In
                                         accordance with Section 248.11 of Regulation S-P (17 CFR 248.1 – 248.30) (“Reg
                                         S-P”), the Administrator will not directly, or indirectly through an affiliate,
                                         disclose any non-public personal information as defined in Reg S-P, received from the
                                         Fund to any person that is not affiliated with the Fund or with the Administrator and
                                         provided that any such information disclosed to an affiliate of the Administrator shall
                                         be under the same limitations on non-disclosure.



 


For
the purposes of this section, the following records and other information shall not be considered confidential:


 


		(a)	Any
                                         record or other information that is or becomes publicly available through no fault of
                                         the Administrator;



 


		(b)	Any
                                         record and other information that is released by the Trust in a public release;



 


		(c)	Any
                                         record or other information that is lawfully obtained from third parties who are not
                                         under an obligation to keep such information confidential; or



 


		(d)	Any
                                         record or other information previously known by Administrator.



 


		15.	COMPLIANCE
                                         



 


The
Administrator undertakes to comply with all applicable requirements for the Securities Act of 1933, the Securities Exchange Act
of 1934, the 1940 Act, and other laws, rules, and regulations of governmental authorities having jurisdiction with respect to
the duties to be performed by the Administrator under this Agreement.


 


		16.	TRUST
                                         OBLIGATION



 


It
is understood that this Agreement has been executed on behalf of the Trust by an officer of the Trust in his capacity as an officer
and not individually. The obligations of this Agreement shall only be binding upon the assets and property of each Fund and shall
not be binding upon any trustee, officer, or shareholder of the Trust individually.


 




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		17.	REPRESENTATIONS
                                         AND WARRANTIES



 


Representations
of the Administrator. The Administrator represents and warrants to the Trust that:


 


		(i)	It
                                         is a corporation duly organized and existing and in good standing under the laws of the
                                         State of North Carolina;



 


		(ii)	It
                                         is empowered under applicable laws and by its organizational documents to enter into
                                         this Agreement and perform its duties under this Agreement; and



 


		(iii)	It
                                         has access to the necessary facilities, equipment, and personnel to perform its duties
                                         and obligations under this Agreement.



 


		(iv)	Its
                                         fees and charges set out in this Agreement are solely to cover administrative expenses
                                         and not distribution expenses.



 


Representations
of the Trust. The Trust represents and warrants to the Administrator that:


 


		(i)	It
                                         is a Trust duly organized and existing and in good standing under the laws of the State
                                         of Delaware;



 


		(ii)	It
                                         is empowered under applicable laws and by its Organizational Documents to enter into
                                         and perform this Agreement;



 


		(iii)	All
                                         proceedings required by said Organizational Documents have been taken to authorize it
                                         to enter into and perform this Agreement; and



 


		(iv)	A
                                         registration statement under the Securities Act of 1933, as amended, on behalf of each
                                         of the Funds is currently effective (or will be effective when the Administrator first
                                         performs services under this Agreement) and will remain effective during the term of
                                         this Agreement, and appropriate state securities law filings as required, have been or
                                         will be made and will continue to be made, with respect to all Shares of the Fund being
                                         offered for sale.



 


		18.	LEGAL
                                         CONSTRUCTION



 


		(a)	Severability.
                                         If any part, term or provision of this Agreement is held to be illegal, in conflict
                                         with any law or otherwise invalid, the remaining portion or portions shall be considered
                                         severable and not affected by such determination, and the rights and obligations of the
                                         parties shall be construed and enforced as if the Agreement did not contain the particular
                                         part, term or provision held to be illegal or invalid.



 


		(b)	Interpretation.If
                                         any provision of this Agreement, or portion thereof, is capable of two interpretations,
                                         one of which would render the provision, or portion thereof, void and the other which
                                         would render the provision, or portion thereof, valid, then the provision, or portion
                                         thereof, shall have the same meaning which renders it valid.



 




    	Page 11 of 22



    	 



    

 


		(c)	Construction.
                                         The language used herein shall be deemed to be the language chosen by the parties
                                         hereto to express their mutual intent, and no rule of strict construction shall be applied
                                         against either party.



 


		19.	NOTICE



 


Any
notice required or permitted to be given by either party to the other party shall be in writing and will be deemed sufficient
if personally delivered or sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the
other party at the following addresses (or such other address for a party as shall be specific by like notice):


 


		(a)	To
                                         the Trust:



 


Dynamic
Shares Trust


401
W Superior St, Suite 300


Chicago,
IL 60654


Attn:
Weixuan Zhang


 


		(b)	To
                                         the Sponsor:



 


Dynamic
Shares LLC


401
W Superior St, Suite 300


Chicago,
IL 60654


Attn:
Weixuan Zhang


 


		(c)	To
                                         the Administrator:



 


The
Nottingham Company


Attn:
Legal Department


116
South Franklin Street


Post
Office Box 69


Rocky
Mount, North Carolina 27802-0069


 


		20.	MISCELLANEOUS



 


		(a)	Force
                                         Majeure.In the event that either party is unable to perform its obligations under
                                         the terms of this Agreement because of acts of God, strikes, equipment or transmission
                                         failure or damage reasonably beyond its control, or other causes reasonably beyond its
                                         control, such party shall not be liable for damages to the other party resulting from
                                         such failure to perform or otherwise from such causes.



 


		(b)	Arbitration.
                                         Any controversy or claim arising out of, or related to, this Agreement, its termination
                                         or the breach thereof, shall be settled by binding arbitration by three arbitrators (or
                                         by fewer arbitrator(s), if the parties subsequently agree to fewer) in the City of New
                                         York, in accordance with the rules then obtaining of the American Arbitration Association,
                                         and the arbitrators’ decision shall be binding and final, and judgment upon the
                                         award may be entered in any court having jurisdiction thereof.



 


		(c)	Headings.
                                         Section and paragraph headings in this Agreement are included for convenience only
                                         and are not to be used to construe or interpret this Agreement.



 




    	Page 12 of 22



    	 



    

 


		(d)	Entire
                                         Agreement. This Agreement, including all appendices, constitutes the entire agreement
                                         between the parties hereto and supersedes any prior agreement with respect to the subject
                                         matter hereof whether oral or written.



 


		(e)	Multiple
                                         Originals. This Agreement may be executed in two or more counterparts, each of which
                                         when so executed shall be deemed to be an original, but such counterparts shall together
                                         constitute one and the same instrument.



 


		(f)	Definitions
                                         of Certain Terms. The terms “interested persons” and “affiliated
                                         persons,” when used in this Agreement, will have the respective meanings specified
                                         in the 1940 Act and the rules and regulations thereunder, subject to such exemptions
                                         as granted by the Securities and Exchange Commission.



 


		(g)	Governing
Law. This Agreement shall be governed by the laws of the State of North Carolina without regard to the principles
of conflict of laws, provided that nothing herein shall be construed in a manner inconsistent with the Securities Act of 1933,
as amended, or any applicable rule or order of the Securities and Exchange Commission.



 


[Signatures
on Following Page]


 




    	Page 13 of 22



    	 



    

 


REPRESENTATION
OF SIGNATORIES. Each of the undersigned expressly warrants and represents that they have full power and authority to sign
this Agreement on behalf of the party indicated and that their signature will bind the party indicated to the terms hereof.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


 


	DYNAMIC SHARES TRUST	 
	 	 	 
	By:	 	 
	Name: 	 	 
	Title:
    	 	 
	 	 	 
	DYNAMIC SHARES LLC	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:
    	 	 
	 	 	 
	THE NOTTINGHAM COMPANY	 
	 	 	 
	By:	 	 
	Name:	Katherine
    M. Honey	 
	Title:	Executive
    Vice President	 


 


{Signature
Page to Fund Accounting and Administration Service Agreement}


 




    	Page 14 of 22



    	 



    

 


SCHEDULE
1


 


SPECIAL
PROJECT FEES


FUND
ACCOUNTING AND ADMINISTRATION SERVICE AGREEMENT


 


Legal
& Administrative Projects


 


The
Trust may, from time to time, request that the Administrator perform additional tasks above and beyond the general scope of its
responsibilities under Appendix B herein. A non-exhaustive list of common services and their fees is included here. Additional
services not listed here will be invoiced at a rate agreed to by the Trust and the Administrator.


 


	S-1/3 Filing (beyond annual)	 	$	2,500	 
	424B3 Filing	 	$	500	 
	Form 8-K Filing	 	$	500	 
	Proxy and Special Shareholder Meeting	 	$	5,000	 



 


Technology
Projects


 


The
Trust may, from time to time, request that the Administrator create or aid in the creation of specialized reports, databases,
or other customized digital products. These may include, but are not limited to, additional data displayed for a Fund’s
Advisor or shareholders on its web portal.


 


Each
such project will be invoiced at a rate of $500 plus $150 per hour (beyond the first 3) worked by the Administrator’s programming
staff.


 




    	Page 15 of 22



    	 



    

 


SCHEDULE
2


 


FUND
EXPENSES


FUND
ACCOUNTING AND ADMINISTRATION SERVICE AGREEMENT


 


The
Trust hereby assumes and will pay, or cause to be paid, all expenses of the Trust and the Fund(s), either pursuant to those enumerated
in this Schedule, or those not otherwise allocated within this Agreement.


 


Such
expenses include, but are not limited to, the following:


 


	●	Organizational
    expenses	 	●	Costs
    and expenses of Trust meetings 
	●	Taxes	 	●	Fees
    payable to each Fund’s commodity pool operator
	●	Brokerage
    fees and commissions with regard to portfolio transactions of the Fund(s)	 	●	Auditing
    and legal expenses of the Trust and the Fund(s)
	●	Interest
    charges, fees, and expenses of the custodian of the Fund(s)’ portfolio securities	 	●	Cost
    of maintenance of the Trust’s and Fund(s)’ existence as a legal entity;
	●	Costs
    of fidelity bonds and officers/errors and omissions insurance policies	 	●	Administrative
    expenses (including, but not limited to, any fees, expenses, and reimbursements payable to the Administrator under this Agreement)
	●	Litigation
    and other extraordinary or nonrecurring expenses involving the Trust or the Fund(s)	 	●	Any
    actual out-of-pocket expenses of the Administrator as provided in this Agreement and as may be agreed upon from time to time
	●	Fees
    and expenses of trustees who are not interested persons of the Trust as that term is defined by law	 	●	Other
    expenses relating to the Trust not specified in this Agreement as being the responsibility of the Administrator 
	●	Fees
    and expenses of the Trust’s dividend dispersing and transfer agent(s)	 	●	Outsourced
    compliance services including compensation of the Chief Compliance Officer of the Trust and Fund(s)
	●	Costs
    and expenses of initial and ongoing registration of the Fund(s)’ shares under Federal and State securities laws	 	●	Costs
    of preparing (including typesetting), printing, and mailing reports, prospectuses, statements of additional information, proxy
    solicitation material, and notices to existing shareholders


 


The
Trust recognizes and agrees to pay the following specific amounts associated with the following common expenses. The Trust acknowledges
that these expenses are either charged by, or based on charges from, third party service providers, and are therefore subject
to change at any time and without notice:


 


		1.	Securities
                                         Pricing (per item, per pricing day):



 


	Equities (including exchange listed derivatives)	 	$	0.25	 
	Foreign Securities	 	$	1.00	 
	U.S. Treasuries	 	$	0.50	 
	Asset Backed Securities	 	$	1.00	 
	Conv/High Yield Bonds	 	$	1.50	 
	Municipal Bonds	 	$	0.50	 
	Corporate Bonds	 	$	0.50	 
	Corporate Actions (Equities)	 	$	2.00	 
	Corporate Actions (Foreign Securities)	 	$	2.00	 



 


		2.	EDGAR
                                         Filings:



 


	Per Page	 	$	6.00	 



 




    	Page 16 of 22



    	 



    

 


APPENDIX
A


 


FUNDS
TO BE SERVICED


FUND
ACCOUNTING AND ADMINISTRATION SERVICE AGREEMENT


 


		1.	Dynamic
                                         Short Short-Term Volatility Futures ETF



 




    	Page 17 of 22



    	 



    

 


APPENDIX
B


 


ADMINISTRATOR’S
SERVICES


FUND
ACCOUNTING AND ADMINISTRATION SERVICE AGREEMENT


 


The
Administrator will provide customary administrative services, regulatory reporting, fund accounting, and related portfolio accounting
services to the Trust with adequate office space, equipment, personnel, and facilities for handling those services for the Fund(s),
and such other services as the Trust may, from time to time, reasonably request, and the Administrator may, from time to time,
reasonably determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Trust,
the Administrator will make reports to the Trust concerning the performance of its obligations hereunder.


 


The
Administrator shall provide, or cause to be provided by others, the following services:


 


		1.	ACCOUNTING
                                         AND ADMINISTRATIVE SERVICES



 


Without
limiting the generality of the foregoing, the Administrator will:


 


		a.	Process
                                         and review transactions, input and reconcile the Funds’ investment activity, including
                                         but not limited to:



 


		●	Investments,
                                         including tax lots



 


		●	Income



 


		●	Dividends



 


		●	Capital
                                         activity



 


		●	Principal
                                         paydowns



 


		●	Cash
                                         activity



 


		●	Corporate
                                         actions



 


		●	Calculation
                                         of yields, including SEC yields and dividend yields when applicable



 


		b.	Reconcile
                                         positions against the records of the custodian or other applicable party including:



 


		●	Securities,
                                         futures and over-the-counter (“OTC”) holdings



 


		●	Cash
                                         including cash transfers, fees assessed and other investment related cash transactions



 


		●	Trade
                                         settlements



 


		●	ETF
                                         share reconciliation with DTCC



 


		●	Commission
                                         expense and reimbursements, if applicable



 


		●	Daily
                                         variation margin



 


		c.	Update
                                         each security, futures, and OTC position as to the following:



 


		●	Daily
                                         valuation



 


		●	Market
                                         prices obtained from approved sources or Fair Valuation obtained from an Authorized Person
                                         of the Fund



 




    	Page 18 of 22



    	 



    

 


		d.	Perform
                                         investment accounting including:



 


		i.	Amortization/accretion
                                         at the individual tax lot level



 


		ii.	Determine
                                         realized and unrealized capital gains/losses



 


		iii.	General
                                         ledger entries



 


		iv.	Daily
                                         accruing of expenses and other expense related transactions



 


		v.	Book
                                         value calculations



 


		vi.	Trade
                                         date + 1 accounting



 


		vii.	Daily
                                         NAV Calculation – Calculation of the NAV as of the earlier of 4:00 p.m. Eastern
                                         or close of Fund’s benchmark.



 


		e.	Disseminated
                                         the NAV and portfolio holdings as follows:



 


		i.	Provide
                                         daily NAV and holding data to Morningstar, Lipper, and other organizations as requested
                                         by the Sponsor



 


		ii.	Create
                                         and transmit NAV, IIV data, and holding files on a daily basis to the FTP site(s) designated
                                         by the Sponsor



 


		f.	Provide
                                         accounting reports in connection with the annual audit and other audits and examinations
                                         by regulatory agencies



 


		g.	Provide
                                         internet-based access to fund accounting data



 


		h.	Provide
                                         position reporting



 


		i.	Prepare,
                                         review and file quarterly reports on Form 10-Q and annual reports on Form 10-K in accordance
                                         with U.S. GAAP and with deference to Sponsor preferences in a timely fashion, which may
                                         include:



 


		i.	Statements
                                         of Financial Condition



 


		ii.	Schedules
                                         of Investments



 


		iii.	Statements
                                         of Operations



 


		iv.	Statements
                                         of Changes in Shareholders’ Equity



 


		v.	Statements
                                         of Cash Flows



 


		vi.	Notes
                                         to Financial Statements



 


		vii.	Trust
                                         Combined Statements



 


		j.	Review/Prepare
                                         other financial data included in the 10-Qs and 10-Ks.



 


		k.	Prepare
                                         quarterly reports on Form 10-Q for the Fund for each of the first three fiscal quarters
                                         of the Funds, and annual report on Form 10-K for the Funds fiscal year, or as requested
                                         by the Sponsor. The preparation of each Form 10-Q and 10-K includes facilitating delivery
                                         of the filing to the printer, coordination of all printer and author edits, the review
                                         of printer drafts and the review of final printer invoices.



 


		l.	Upon
                                         review and approval of each form 10-K and 10-Q by the Sponsor’s Principal Financial
                                         Officer (or such person performing such functions), the Administrator shall edgarize
                                         and file, or cause to be edgarized and filed, such reports (including the XBRL versions)
                                         with the SEC, CFTC and/or NFA, as required, including any applicable executive officer
                                         certifications or other exhibits to such reports.



 




    	Page 19 of 22



    	 



    

 


		m.	Coordinate
                                         with Auditors the review of the quarterly report in the 10-Q and the audit of the annual
                                         report in the 10-K.



 


		n.	Prepare
                                         monthly account statements in conformity with CFTC Regulations within 20 days after month
                                         end.



 


		o.	Prepare
                                         quarterly CPO-PQR reporting within a mutually agreed upon timeframe following the quarter
                                         end.



 


		p.	Prepare
                                         annual report that is filed electronically with NFA (PFS) within a mutually agreed upon
                                         timeframe following the Funds fiscal year end.



 


		q.	Prepare
                                         Liquidation Statements in accordance with NFA regulations in a timely manner.



 


		r.	Prepare
                                         and coordinate the annual shareholder mailing within 90 days of the Funds’ fiscal
                                         year subject to final review by the Funds’ Sponsor in compliance with the requirements
                                         of CFTC Rule 4.22(c). In consultation with the Funds Sponsor, facilitate delivery of
                                         the filing to the printer. Such preparation includes the coordination of all printer
                                         and author edits, the review of printer drafts and review of final printer invoices.



 


		s.	Prepare
                                         Seed Financial Statements as needed.



 


		t.	Determine
                                         monthly management fees payable and prepare authorizations for disbursements.



 


		u.	Prepare
                                         a quarterly report listing any known material errors/compliance violations that occurred
                                         with respect to the Administrator’s procedures.



 


		v.	Provide
                                         assets and/or calculations of license fees to license providers.



 


		w.	Prepare,
                                         update and maintain regulatory calendars with respect to services provided .



 


		x.	As
                                         requested by the Sponsor, assist with requests for information/documentation from the
                                         SEC, CFTC, NFA, applicable exchanges, and other regulatory authorities to the extent
                                         Administrator is in possession of such information.



 


		y.	Provide
                                         the Sponsor sub-certifications relating to Sarbanes-Oxley attestation for Form 10-K,
                                         and Form 10-Q filings.



 


		z.	Assist
                                         in responses for inquiries from the SEC and other regulatory authorities required.



 


		aa.	Establish
                                         expense accruals, maintain expense files and coordinate payment of invoices.



 


		bb.	Monitor
                                         Expense reductions related to Offering costs.



 


		cc.	Prepare
                                         fund budgets and recommendations for adjustments as necessary.



 


		dd.	Prepare
                                         monthly Fund expense analysis.



 


		ee.	Prepare
                                         stock split info as needed.



 


		ff.	Provide
                                         financial data for S-1/S-3 and other regulatory filings.



 


		gg.	Prepare
                                         statistical reports for information services.



 


		hh.	Calculate
                                         and maintain total return information.



 


		ii.	Prepare
                                         performance data every other month within ten days of month-end for inclusion in S-1/S-3
                                         and as requested by Sponsor.



 


		jj.	Obtain
                                         Tax ID numbers, CUSIP numbers, ISIN numbers, and NSCC CUSIPs/Symbols.



 




    	Page 20 of 22



    	 



    

 


		kk.	Coordinate
                                         and facilitate DCP meetings, including preparing agendas and providing minutes.



 


		ll.	Establish
                                         control accounts for the new funds.



 


		mm.	Provide
                                         accounting and other data to the Sponsor and its Tax Accountants in support of the preparation
                                         of the K-1’s and the related filings.



 


		nn.	Assist
                                         in coordinating the filing of the Fidelity Bond with the SEC.



 


		oo.	Assist
                                         with and/or coordinate such other filings, notices and regulatory matters, including
                                         Form 8-K, on such terms and conditions as the parties hereto may mutually agree upon
                                         in writing from time to time.



 


		pp.	Assist
                                         the Fund in the handling of SEC examinations by providing requested documents in the
                                         possession of Administrator that are on the SEC examination request list and any other
                                         information that may be required by rule or regulation.



 


		qq.	At
                                         the request of the Fund Sponsor, review miscellaneous materials and reports prepared
                                         by Sponsor, auditors, outside Counsel, etc. and provide comments as appropriate.



 


		rr.	Prepare
                                         initial draft of annual update to the Funds’ registration statement on Form S-1/3
                                         and coordinate with counsel regarding the filing of the Form S-1/3 with the SEC and NFA.



 


		ss.	Maintain
                                         books and records, compliance materials and other Fund Documents prepared by Administrator.



 


		tt.	IRS
                                         CIRCULAR 230 DISCLOSURE:



 


To
ensure compliance with requirements imposed by the Internal Revenue Service, Administrator informs the Fund that any U.S. tax
advice contained in any communication from Administrator to the Fund (including any future communications) is not intended or
written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting,
marketing or recommending to another party any transaction or matter addressed herein or therein.


 


		2.	LEGAL
                                         SERVICES



 


Trust
and Fund shall be responsible for all legal fees incurred by the Trust and Fund.


 


		3.	OTHER
                                         SERVICES



 


The
Administrator will perform other services for the Trust as agreed to by the Administrator and the Trust from time to time. The
Administrator shall be entitled to additional compensation for such other services.


 




    	Page 21 of 22



    	 



    

 


APPENDIX
C


 


FEES
AND COMPENSATION


FUND
ACCOUNTING AND ADMINISTRATION SERVICE AGREEMENT


 


Dynamic
Short Short-Term Volatility Futures ETF


 


		1.	Fund
                                         Accounting and Administration Fees



 


Fund
Accounting Fees


 


	 	●	Base Fee: $1,667 per month minimum




 


	 	●	Asset-Based Fee: 1 basis point (0.01%) per year




 


Administration
Fees


 


	 	●	Asset-Based Fee: (minimum of $4,167 per month)




 


	Net Assets	 	Annual Fee	 
	On the first $250 million	 	 	0.07	%
	On the next $250 million	 	 	0.06	%
	On the next $500 million	 	 	0.04	%
	On assets over $1 billion	 	 	0.035	%



 


		2.	Portfolio
                                         Compliance Services



 


The
Administrator provides monitoring and reporting of a Fund’s compliance with SEC and IRS regulations, as well as the policies
and investment limitations as set forth in its offering documents.


 


For
these services, each Fund will be invoiced at a rate of $625 per month.


 


		3.	Miscellaneous
                                         Compensation



 


		(a)	ETF
                                         website requirement:



 


The
Administrator’s Information Technology and Programming team will seamlessly link requisite data feeds to a website designed
and created for the Fund.


 


For
these services, the Fund will be invoiced at a rate of $387.50 per month.


 


		(b)	Use
                                         of the Authorized Participant Portal: $1,000 per month.



 






    	Page 22 of 22