STRATEGIC TRUST

SECOND AMENDMENT TO THE

INVESTMENT ADVISORY AGREEMENT

This Second Amendment (the “Amendment”) to the Investment Advisory Agreement by and between Strategic Trust, a Delaware statutory trust (the “Trust”), on behalf of funds listed on Appendix A (each, a “Fund” and together, the “Funds”) and Kelly Strategic Management, LLC, doing business as Kelly Intelligence, a limited liability company organized under the laws of the State of Colorado (“Adviser”), dated November 2, 2021 (the “Agreement”), is made and entered into as of [ ], 2023 by the Trust and the Adviser. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Pursuant to Section 9 of the Agreement, the Trust and the Adviser agree to amend the Agreement as follows:

1.    The first paragraph captioned “Term” under Section 8 of the Agreement is deleted in its entirety and replaced with the following:

Term. This Agreement shall remain in effect for an initial term of two (2) calendar years commencing on the date on which the applicable Fund commences operations, and from year to year thereafter provided such continuance is approved at least annually by the vote of a majority of the trustees of the Trust who are not “interested persons” (as defined in the Act) of the Trust, which vote must be cast in person at a meeting called for the purpose of voting on such approval; provided, however, that:

. . .

2.    Appendix A to the Agreement is deleted in its entirety and replaced with the following:

Fund	Fee Rate (% of average daily net assets)
Kelly E-Commerce & Logistics Sector ETF	0.68%
Hashdex Ether Strategy ETF	0.98%
Kelly Internet of Things Technology ETF	0.68%
Kelly Hotel & Lodging Sector ETF	0.78%
Kelly Residential & Apartment Real Estate ETF	0.68%
Kelly Technology & E-Commerce Real Estate ETF	0.58%
Kelly CRISPR & Gene Editing Technology ETF	0.78%
Kelly INDS Industrial & Logistics Real Estate ETF	0.55%
Kelly SRVR Data Center & Tech Infrastructure ETF	0.55%

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3.    Except as expressly amended by this Amendment, the Agreement remains in full force and effect in accordance with its respective terms.

4.    This Amendment shall be governed by and construed in accordance with the laws of the State of New York without reference to choice of law principals thereof and in accordance with the applicable provisions of the Investment Company Act of 1940, as amended.

5.    This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

6.    If any provision of this Amendment is held to be invalid, the remaining provisions of the Amendment shall continue to be valid and enforceable.

*    *    *    *    *

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by their respective officers as of September 28, 2023.

Strategic Trust

By:  /s/ Kevin Kelly________

Name: Kevin Kelly

Title: President

Kelly Strategic Management, LLC

d/b/a Kelly Intelligence

By:  /s/ Kevin Kelly_______

Name: Kevin Kelly

Title: Chief Executive Officer

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