AMENDED AND RESTATED CUSTODY AGREEMENT

Portions of this exhibit have been redacted because it is both (1) not material and (2) would likely cause

competitive harm to the registrant if publicly disclosed.

AMENDED AND RESTATED CUSTODY AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and

entered into as of the last date on the signature page, by and between ONEFUND , a Delaware

statutory trust, (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION , a national

banking association organized and existing under the laws of the United States of America with

its principal place of business at Minneapolis, Minnesota (the “Custodian”).

WHEREAS, the Trust and the Custodian entered into a Custody Agreement dated April

17, 2015, as amended and assigned (the “Original Agreement”);

WHEREAS, the Trust and the Custodian desire to superseded and replace the Original

Agreement in its entirety with this Agreement;

WHEREAS, the Trust desires to change its name from Index Funds to OneFund;

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as

amended (the “1940 Act”), as an open-end management investment company, and is authorized

to issue shares of beneficial interest in separate series, with each such series representing

interests in a separate portfolio of securities and other assets; and

WHEREAS, the Custodian is a bank having the qualifications prescribed in Section

26(a)(1) of the 1940 Act; and

WHEREAS, the Trust desires to retain the Custodian to act as custodian of the cash and

securities of each series of the Trust listed on Exhibit A hereto (as amended from time to time)

(each a “Fund” and collectively, the “Funds”); and

WHEREAS, the Board of Trustees (as defined below has delegated to the Custodian the

responsibilities set forth in Rule 17f-5(c) under the 1940 Act and the Custodian is willing to

undertake the responsibilities and serve as the foreign custody manager for the Trust.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein

contained, and other good and valuable consideration, the receipt of which is hereby

acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the

meanings set forth below unless the context otherwise requires:

1.1 “Authorized Person” means any Officer or person who has been designated as such by

written notice delivered to the Custodian by the Trust, or if the Trust has notified the

Custodian in writing that it has an authorized investment manager or other agent, delivered to

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the Custodian by the Trust’s investment advisor or other agent. Such Officer or person shall

continue to be an Authorized Person until such time as the Custodian receives Written

Instructions from the Trust or the Trust’s investment advisor or other agent that any such

person is no longer an Authorized Person.

1.2 “Board of Trustees” shall mean the trustees from time to time serving under the

Trust’s declaration of trust, as amended from time to time.

1.3 “Book-Entry System” shall mean a federal book-entry system as provided in Subpart

O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such

book-entry regulations of federal agencies as are substantially in the form of such Subpart O.

1.4 “Business Day” shall mean any day recognized as a settlement day by The New

York Stock Exchange, Inc. and any other day for which the Trust computes the net asset

value of Shares of the Fund.

1.5 “Eligible Foreign Custodian” has the meaning set forth in Rule 17f-5(a)(1), including a

majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank

holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in

Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as

defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under

Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

1.6 “Eligible Securities Depository” shall mean a system for the central handling of

securities as that term is defined in Rule 17f-4 and 17f-7 under the 1940 Act.

1.7 “FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

1.8 “Foreign Securities” means any investments of the Fund (including foreign

currencies) for which the primary market is outside the United States and such cash and cash

equivalents as are reasonably necessary to effect such Fund’s transactions in such

investments.

1.9 “Fund Custody Account” shall mean any of the accounts in the name of the Trust,

which is provided for in Section 3.02 below.

1.10 “IRS” shall mean the Internal Revenue Service.

1.11 “Officer” shall mean the Chairman, President, any Vice President, any Assistant Vice

President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer

of the Trust.

1.12 “SEC” shall mean the U.S. Securities and Exchange Commission.

1.13 “Securities” shall include, without limitation, common and preferred stocks,

bonds, call options, put options, debentures, notes, bank certificates of deposit, bankers'

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acceptances, mortgage-backed securities or other obligations, and any certificates, receipts,

warrants or other instruments or documents representing rights to receive, purchase or

subscribe for the same, or evidencing or representing any other rights or interests therein, or

any similar property or assets that the Custodian or its agents have the facilities to clear and

service.

1.14 “Securities Depository” shall mean The Depository Trust Company and any other

clearing agency registered with the SEC under Section 17A of the Securities Exchange Act

of 1934, as amended (the “1934 Act”), which acts as a system for the central handling of

Securities where all Securities of any particular class or series of an issuer deposited within

the system are treated as fungible and may be transferred or pledged by bookkeeping entry

without physical delivery of the Securities.

1.15 “Shares” shall mean, with respect to the Fund, the shares of common stock issued by

the Trust on account of the Fund.

1.16 “Sub-Custodian” shall mean and include (i) any branch of a “U.S. bank,” as that term

is defined in Rule 17f-5 under the 1940 Act, and (ii) any “Eligible Foreign Custodian”, as

that term is defined in Rule 17f-5 under the 1940 Act, having a contract with the Custodian

which the Custodian has determined will provide reasonable care of assets of the Fund based

on the standards specified in Section 3.03 below. Such contract shall be in writing and shall

include provisions that provide: (i) for indemnification or insurance arrangements (or any

combination of the foregoing) such that the Fund will be adequately protected against the

risk of loss of assets held in accordance with such contract; (ii) that the Foreign Securities

will not be subject to any right, charge, security interest, lien or claim of any kind in favor of

the Sub-Custodian or its creditors except a claim of payment for their safe custody or

administration, in the case of cash deposits, liens or rights in favor of creditors of the Sub-

Custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial

ownership for the Foreign Securities will be freely transferable without the payment of

money or value other than for safe custody or administration; (iv) that adequate records will

be maintained identifying the assets as belonging to the Fund or as being held by a third party

for the benefit of the Fund; (v) that the Fund’s independent public accountants will be given

access to those records or confirmation of the contents of those records; and

(vi) that the Fund will receive periodic reports with respect to the safekeeping of the Fund’s

assets, including, but not limited to, notification of any transfer to or from the Fund's account

or a third party account containing assets held for the benefit of the Fund. Such contract may

contain, in lieu of any or all of the provisions specified in (i)-(vi) above, such other

provisions that the Custodian determines will provide, in their entirety, the same or a greater

level of care and protection for Fund assets as the specified provisions.

1.17 “Written Instructions” shall mean (i) written communications received by the

Custodian and signed by an Authorized Person, (ii) communications by facsimile or Internet

electronic e-mail or any other such system from one or more persons reasonably believed by

the Custodian to be an Authorized Person, or (iii) communications between electronic

devices.

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ARTICLE II.

APPOINTMENT OF CUSTODIAN

1.1 Appointment . The Trust hereby appoints the Custodian as custodian of all Securities

and cash owned by or in the possession of the Fund at any time during the period of this

Agreement, on the terms and conditions set forth in this Agreement, and the Custodian

▇▇▇▇▇▇ accepts such appointment and agrees to perform the services and duties set forth in

this Agreement. The Trust hereby delegates to the Custodian, subject to Rule 17f-5(b), the

responsibilities with respect to the Fund’s Foreign Securities, and the Custodian hereby

accepts such delegation as foreign custody manager with respect to the Fund. The services

and duties of the Custodian shall be confined to those matters expressly set forth herein, and

no implied duties are assumed by or may be asserted against the Custodian hereunder.

1.2 Documents to be Furnished . The following documents, including any

amendments thereto, will be provided contemporaneously with the execution of the

Agreement to the Custodian by the Trust:

(a) A copy of the Trust’s declaration of trust, certified by the Secretary;

(b) A copy of the Trust’s bylaws, certified by the Secretary;

(c) A copy of the resolution of the Board of Trustees of the Trust appointing the Custodian,

certified by the Secretary;

(d) A copy of the current prospectus of the Fund (the “Prospectus”);

(e) A certification of the Chairman or the President and the Secretary of the Trust setting

forth the names and signatures of the current Officers of the Trust and other Authorized

Persons; and

(f) An executed authorization required by the Shareholder Communications Act of 1985,

attached hereto as Exhibit C .

1.3 Notice of Appointment of Transfer Agent . The Trust agrees to notify the Custodian

in writing of the appointment, termination or change in appointment of any transfer agent

of the Trust, except if the Trust appoints an affiliate of the Custodian to serve as transfer

agent of the Trust, the Custodian hereby waives the Trust’s obligation to provide such

written notice.

ARTICLE III.

CUSTODY OF CASH AND SECURITIES

1.1 Segregation . All Securities and non-cash property held by the Custodian for the

account of the Fund (other than Securities maintained in a Securities Depository, Eligible

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Securities Depository or Book-Entry System) shall be physically segregated from other

Securities and non-cash property in the possession of the Custodian (including the Securities

and non-cash property of the other series of the Trust, if applicable) and shall be identified as

subject to this Agreement.

1.2 Fund Custody Accounts . As to each Fund, the Custodian shall open and maintain in its

trust department a custody account in the name of the Trust coupled with the name of the

Fund, subject only to draft or order of the Custodian, in which the Custodian shall enter and

carry all Securities, cash and other assets of such Fund which are delivered to it.

1.3 Appointment of Agents .

(a) In its discretion, the Custodian may appoint one or more Sub-Custodians to

establish and maintain arrangements with (i) Eligible Securities Depositories or

(ii) Eligible Foreign Custodians that are members of the Sub-Custodian’s network

to hold Securities and cash of the Fund and to carry out such other provisions of

this Agreement as it may determine; provided, however, that the appointment of

any such agents and maintenance of any Securities and cash of the Fund shall be

at the Custodian's expense and shall not relieve the Custodian of any of its

obligations or liabilities under this Agreement. The Custodian shall be liable for

the actions of any Sub-Custodians (regardless of whether assets are maintained in

the custody of a Sub-Custodian, a member of its network or an Eligible Securities

Depository) appointed by it as if such actions had been done by the Custodian.

(b) If, after the initial appointment of Sub-Custodians by the Board of Trustees in

connection with this Agreement, the Custodian wishes to appoint other Sub-

Custodians to hold property of the Fund, it will so notify the Trust and make the

necessary determinations as to any such new Sub-Custodian's eligibility under

Rule 17f-5 under the 1940 Act.

(c) In performing its delegated responsibilities as foreign custody manager to place or

maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine

that the Fund’s assets will be subject to reasonable care, based on the standards

applicable to custodians in the country in which the Fund’s assets will be held by

that Sub-Custodian, after considering all factors relevant to safekeeping of such

assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(d) The agreement between the Custodian and each Sub-Custodian acting hereunder

shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940

Act.

(e) At the end of each calendar quarter after the date of this Agreement, the

Custodian shall provide written reports notifying the Board of Trustees of the

withdrawal or placement of the Securities and cash of the Fund with a Sub-

Custodian and of any material changes in the Fund’s arrangements. Such reports

shall include an analysis of the custody risks associated with maintaining assets

with any Eligible

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Securities Depositories. The Custodian shall promptly take such steps as may be

required to withdraw assets of the Fund from any Sub-Custodian arrangement that

has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940

Act, as applicable.

(f) With respect to its responsibilities under this Section 3.03, the Custodian hereby

warrants to the Trust that it agrees to exercise reasonable care, prudence and

diligence such as a person having responsibility for the safekeeping of property of

the Fund. The Custodian further warrants that the Fund's assets will be subject to

reasonable care if maintained with a Sub-Custodian, after considering all factors

relevant to the safekeeping of such assets, including, without limitation: (i) the

Sub-Custodian's practices, procedures, and internal controls for certificated

securities (if applicable), its method of keeping custodial records, and its security

and data protection practices; (ii) whether the Sub-Custodian has the requisite

financial strength to provide reasonable care for Fund assets; (iii) the Sub-

▇▇▇▇▇▇▇▇▇'s general reputation and standing and, in the case of a Securities

Depository, the Securities Depository's operating history and number of

participants; and (iv) whether the Fund will have jurisdiction over and be able to

enforce judgments against the Sub-Custodian, such as by virtue of the existence

of any offices of the Sub-Custodian in the United States or the Sub-Custodian's

consent to service of process in the United States.

(g) The Custodian shall establish a system or ensure that its Sub-Custodian has

established a system to monitor on a continuing basis (i) the appropriateness of

maintaining the Fund’s assets with a Sub-Custodian or Eligible Foreign

Custodians who are members of a Sub-Custodian’s network; (ii) the performance

of the contract governing the Fund’s arrangements with such Sub-Custodian or

Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the

custody risks of maintaining assets with an Eligible Securities Depository. The

Custodian must promptly notify the Fund or its investment adviser of any material

change in these risks.

(h) The Custodian shall use commercially reasonable efforts to collect all income and

other payments with respect to Foreign Securities to which the Fund shall be

entitled and shall credit such income, as collected, to the Trust. In the event that

extraordinary measures are required to collect such income, the Trust and

Custodian shall consult as to the measurers and as to the compensation and

expenses of the Custodian relating to such measures.

1.4 Delivery of Assets to Custodian . The Trust shall deliver, or cause to be delivered, to

the Custodian all of the Fund's Securities, cash and other investment assets, including (i) all

payments of income, payments of principal and capital distributions received by the Fund

with respect to such Securities, cash or other assets owned by the Fund at any time during the

period of this Agreement, and (ii) all cash received by the Fund for the issuance of Shares.

The Custodian shall not be responsible for such Securities, cash or other assets until actually

received by it.

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1.5 Securities Depositories and Book-Entry Systems . The Custodian may deposit and/or

maintain Securities of the Fund in a Securities Depository or in a Book-Entry System,

subject to the following provisions:

(a) The Custodian, on an on-going basis, shall deposit in a Securities Depository or

Book-Entry System all Securities eligible for deposit therein and shall make use

of such Securities Depository or Book-Entry System to the extent possible and

practical in connection with its performance hereunder, including, without

limitation, in connection with settlements of purchases and sales of Securities,

loans of Securities, and deliveries and returns of collateral consisting of

Securities.

(b) Securities of the Fund kept in a Book-Entry System or Securities Depository shall

be kept in an account (“Depository Account”) of the Custodian in such Book-

Entry System or Securities Depository which includes only assets held by the

Custodian as a fiduciary, custodian or otherwise for customers.

(c) The records of the Custodian with respect to Securities of the Fund maintained in

a Book-Entry System or Securities Depository shall, by book-entry, identify such

Securities as belonging to the Fund.

(d) If Securities purchased by the Fund are to be held in a Book-Entry System or

Securities Depository, the Custodian shall pay for such Securities upon (i) receipt

of advice from the Book-Entry System or Securities Depository that such

Securities have been transferred to the Depository Account, and (ii) the making of

an entry on the records of the Custodian to reflect such payment and transfer for

the account of the Fund. If Securities sold by the Fund are held in a Book-Entry

System or Securities Depository, the Custodian shall transfer such Securities upon

(i) receipt of advice from the Book-Entry System or Securities Depository that

payment for such Securities has been transferred to the Depository Account, and

(ii) the making of an entry on the records of the Custodian to reflect such

transfer and payment for the account of the Fund.

(e) The Custodian shall provide the Trust with copies of any report (obtained by the

Custodian from a Book-Entry System or Securities Depository in which Securities

of the Fund are kept) on the internal accounting controls and procedures for

safeguarding Securities deposited in such Book-Entry System or Securities

Depository.

(f) Notwithstanding anything to the contrary in this Agreement, the Custodian shall

be liable to the Trust for any loss or damage to the Fund resulting from (i) the use

of a Book-Entry System or Securities Depository by reason of any negligence or

willful misconduct on the part of the Custodian or any Sub-Custodian, or (ii)

failure of the Custodian or any Sub-Custodian to enforce effectively such rights as

it may have against a Book-Entry System or Securities Depository. At its

election, the Trust shall be subrogated to the rights of the Custodian with respect

7

to any claim against a Book-Entry System or Securities Depository or any other

person from any loss or damage to the Fund arising from the use of such Book-

Entry System or Securities Depository, if and to the extent that the Fund has not

been made whole for any such loss or damage.

(g) With respect to its responsibilities under this Section 3.05 and pursuant to

Rule 17f-4 under the 1940 Act, the Custodian hereby warrants to the Trust that it

agrees to (i) exercise due care in accordance with reasonable commercial

standards in discharging its duty as a securities intermediary to obtain and

thereafter maintain such assets, (ii) provide, promptly upon request by the Trust,

such reports as are available concerning the Custodian’s internal accounting

controls and financial strength, and (iii) require any Sub-Custodian to exercise

due care in accordance with reasonable commercial standards in discharging its

duty as a securities intermediary to obtain and thereafter maintain assets

corresponding to the security entitlements of its entitlement holders.

1.6 Disbursement of Moneys from Fund Custody Account . Upon receipt of Written

Instructions, the Custodian shall disburse moneys from the Fund Custody Account but only

in the following cases:

(a) For the purchase of Securities for the Fund but only in accordance with Section

4.01 of this Agreement and only (i) in the case of Securities (other than options on

Securities, futures contracts and options on futures contracts), against the delivery

to the Custodian (or any Sub-Custodian) of such Securities registered as provided

in Section 3.09 below or in proper form for transfer, or if the purchase of such

Securities is effected through a Book-Entry System or Securities Depository, in

accordance with the conditions set forth in Section 3.05 above; (ii) in the case of

options on Securities, against delivery to the Custodian (or any Sub-Custodian) of

such receipts as are required by the customs prevailing among dealers in such

options; (iii) in the case of futures contracts and options on futures contracts,

against delivery to the Custodian (or any Sub-Custodian) of evidence of title

thereto in favor of the Fund or any nominee referred to in Section 3.09 below; and

(iv) in the case of repurchase or reverse repurchase agreements entered into

between the Trust and a bank that is a member of the Federal Reserve System or

between the Trust and a primary dealer in U.S. Government securities, against

delivery of the purchased Securities either in certificate form or through an entry

crediting the Custodian's account at a Book-Entry System or Securities

Depository with such Securities;

(b) In connection with the conversion, exchange or surrender, as set forth in Section

3.07(f) below, of Securities owned by the Fund;

(c) For the payment of any dividends or capital gain distributions declared by the

Fund;

(d) In payment of the redemption price of Shares as provided in Section 5.01 below;

8

(e) For the payment of any expense or liability incurred by the Fund, including, but

not limited to, the following payments for the account of the Fund: interest;

taxes; administration, investment advisory, accounting, auditing, transfer agent,

custodian, trustee and legal fees; and other operating expenses of the Fund; in all

cases, whether or not such expenses are to be in whole or in part capitalized or

treated as deferred expenses;

(f) For transfer in accordance with the provisions of any agreement among the Trust,

the Custodian and a broker-dealer registered under the 1934 Act and a member of

FINRA, relating to compliance with rules of the Options Clearing Corporation

and of any registered national securities exchange (or of any similar organization

or organizations) regarding escrow or other arrangements in connection with

transactions by the Fund;

(g) For transfer in accordance with the provisions of any agreement among the Trust,

the Custodian and a futures commission merchant registered under the

Commodity Exchange Act, relating to compliance with the rules of the

Commodity Futures Trading Commission and/or any contract market (or any

similar organization or organizations) regarding account deposits in connection

with transactions by the Fund;

(h) For the funding of any uncertificated time deposit or other interest-bearing

account with any banking institution (including the Custodian), which deposit or

account has a term of one year or less; and

(i) For any other proper purpose, but only upon receipt, in addition to Written

Instructions, declaring such purpose to be a proper trust purpose, and naming the

person or persons to whom such payment is to be made.

1.7 Delivery of Securities from Fund Custody Account . Upon receipt of Written

Instructions, the Custodian shall release and deliver, or cause the Sub-Custodian to release

and deliver, Securities from the Fund Custody Account but only in the following cases:

(a) Upon the sale of Securities for the account of the Fund but only against receipt of

payment therefor in cash, by certified or cashiers check or bank credit;

(b) In the case of a sale effected through a Book-Entry System or Securities

Depository, in accordance with the provisions of Section 3.05 above;

(c) To an offeror’s depository agent in connection with tender or other similar offers

for Securities of the Fund; provided that, in any such case, the cash or other

consideration is to be delivered to the Custodian;

(d) To the issuer thereof or its agent (i) for transfer into the name of the Fund, the

Custodian or any Sub-Custodian, or any nominee or nominees of any of the

foregoing, or (ii) for exchange for a different number of certificates or other

evidence representing the same aggregate face amount or number of units;

9

provided that, in any such case, the new Securities are to be delivered to the

Custodian;

(e) To the broker selling the Securities, for examination in accordance with the

“street delivery” custom;

(f) For exchange or conversion pursuant to any plan of merger, consolidation,

recapitalization, reorganization or readjustment of the issuer of such Securities, or

pursuant to provisions for conversion contained in such Securities, or pursuant to

any deposit agreement, including surrender or receipt of underlying Securities in

connection with the issuance or cancellation of depository receipts; provided that,

in any such case, the new Securities and cash, if any, are to be delivered to the

Custodian;

(g) Upon receipt of payment therefor pursuant to any repurchase or reverse

repurchase agreement entered into by the Fund;

(h) In the case of warrants, rights or similar Securities, upon the exercise thereof,

provided that, in any such case, the new Securities and cash, if any, are to be

delivered to the Custodian;

(i) For delivery in connection with any loans of Securities of the Fund, but only

against receipt of such collateral as the Trust shall have specified to the Custodian

in Written Instructions;

(j) For delivery as security in connection with any borrowings by the Fund requiring

a pledge of assets by the Trust, but only against receipt by the Custodian of the

amounts borrowed;

(k) Pursuant to any authorized plan of liquidation, reorganization, merger,

consolidation or recapitalization of the Trust;

(l) For delivery in accordance with the provisions of any agreement among the Trust,

the Custodian and a broker-dealer registered under the 1934 Act and a member of

FINRA, relating to compliance with the rules of the Options Clearing Corporation

and of any registered national securities exchange (or of any similar organization

or organizations) regarding escrow or other arrangements in connection with

transactions by the Fund;

(m) For delivery in accordance with the provisions of any agreement among the Trust,

the Custodian and a futures commission merchant registered under the

Commodity Exchange Act, relating to compliance with the rules of the

Commodity Futures Trading Commission and/or any contract market (or any

similar organization or organizations) regarding account deposits in connection

with transactions by the Fund;

10

(n) For any other proper corporate purpose, but only upon receipt , in addition to

Written Instructions, specifying the Securities to be delivered, declaring such

purpose to be a proper trust purpose, and naming the person or persons to whom

delivery of such Securities shall be made; or

(o) To brokers, clearing banks or other clearing agents for examination or trade

execution in accordance with market custom; provided that in any such case the

Custodian shall have no responsibility or liability for any loss arising from the

delivery of such securities prior to receiving payment for such securities except as

may arise from the Custodian’s own negligence or willful misconduct.

1.8 Actions Not Requiring Written Instructions . Unless otherwise instructed by the

Trust, the Custodian shall with respect to all Securities held for the Fund:

(a) Subject to Section 9.04 below, collect on a timely basis all income and other

payments to which the Fund is entitled either by law or pursuant to custom in the

securities business;

(b) Present for payment and, subject to Section 9.04 below, collect on a timely basis

the amount payable upon all Securities that may mature or be called, redeemed, or

retired, or otherwise become payable;

(c) Endorse for collection, in the name of the Fund, checks, drafts and other

negotiable instruments;

(d) Surrender interim receipts or Securities in temporary form for Securities in

definitive form;

(e) Execute, as custodian, any necessary declarations or certificates of ownership

under the federal income tax laws or the laws or regulations of any other taxing

authority now or hereafter in effect, and prepare and submit reports to the IRS and

the Trust at such time, in such manner and containing such information as is

prescribed by the IRS;

(f) Hold for the Fund, either directly or, with respect to Securities held therein,

through a Book-Entry System or Securities Depository, all rights and similar

Securities issued with respect to Securities of the Fund; and

(g) In general, and except as otherwise directed in Written Instructions, attend to all

non-discretionary details in connection with the sale, exchange, substitution,

purchase, transfer and other dealings with Securities and other assets of the Fund.

(h) Important information related to ADR’s and Preferential Tax Treatment: With

respect to any ADRs the Fund may purchase and own and which the Custodian

custodies, the Fund understands that the holding of American Depository Receipts

(“ ADRs ”) may require the disclosure of beneficial ownership information (Name,

Address, TIN/SSN, Share amount) by the Custodian to vendors, sub-custodians,

11

or local tax authorities in foreign jurisdictions to avoid tax penalties and obtain

the most preferential tax treatment for the Fund. The Trust and the Fund

acknowledge and consent to any and all disclosures or releases of beneficial

information, described above, by the Custodian to any third parties relating to

ADRs and release, hold harmless, and indemnify the Custodian from any liability

for doing so.

1.9 Registration and Transfer of Securities . All Securities held for the Fund that are issued

or issuable only in bearer form shall be held by the Custodian in that form, provided that any

such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities

held for the Fund may be registered in the name of the Fund, the Custodian, a Sub- Custodian

or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or

any nominee of either thereof. The records of the Custodian with respect to the Trust’s

Foreign Securities that are maintained with a Sub-Custodian in an account that is identified

as belonging to the Custodian for the benefit of its customers shall identify those securities as

belonging to the Fund. The Trust shall furnish to the Custodian appropriate instruments to

enable the Custodian to hold or deliver in proper form for transfer, or to register in the name

of any of the nominees referred to above or in the name of a Book-Entry System or

Securities Depository, any Securities registered in the name of the Fund.

1.10 Records .

(a) The Custodian shall maintain complete and accurate records with respect to

Securities, cash or other property held for the Fund, including (i) journals or other

records of original entry containing an itemized daily record in detail of all

receipts and deliveries of Securities and all receipts and disbursements of cash;

(ii) ledgers (or other records) reflecting (A) Securities in transfer, (B) Securities in

physical possession, (C) monies and Securities borrowed and monies and

Securities loaned (together with a record of the collateral therefor and

substitutions of such collateral), (D) dividends and interest received, and (E)

dividends receivable and interest receivable; (iii) canceled checks and bank

records related thereto; and (iv) all records relating to its activities and obligations

under this Agreement. The Custodian shall keep such other books and records of

the Fund as the Trust shall reasonably request, or as may be required by the 1940

Act, including, but not limited to, Section 31 of the 1940 Act and Rule 31a-2

promulgated thereunder.

(b) All such books and records maintained by the Custodian shall (i) be maintained in

a form acceptable to the Trust and in compliance with the rules and regulations of

the SEC, (ii) be the property of the Trust and at all times during the regular

business hours of the Custodian be made available upon request for inspection by

duly authorized officers, employees or agents of the Trust and employees or

agents of the SEC, and (iii) if required to be maintained by Rule 31a-1 under the

1940 Act, be preserved for the periods prescribed in Rules 31a-1 and 31a-2 under

the 1940 Act.

12

1.11 Fund Reports by Custodian . The Custodian shall furnish the Trust with a daily activity

statement and a summary of all transfers to or from each Fund Custody Account on the day

following such transfers. At least monthly, the Custodian shall furnish the Trust with a

detailed statement of the Securities and moneys held by the Custodian and the Sub-

Custodians for the Fund under this Agreement.

1.12 Other Reports by ▇▇▇▇▇▇▇▇▇ . As the Trust may reasonably request from time to time,

the Custodian shall provide the Trust with reports on the internal accounting controls and

procedures for safeguarding Securities which are employed by the Custodian or any Sub-

Custodian.

1.13 Proxies and Other Materials . The Custodian shall cause all proxies relating to

Securities which are not registered in the name of the Fund to be promptly executed by the

registered holder of such Securities, without indication of the manner in which such proxies

are to be voted, and shall promptly deliver to the Trust such proxies, all proxy soliciting

materials and all notices relating to such Securities. With respect to the foreign Securities,

the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and

other shareholder rights, subject to the laws, regulations and practical constraints that may

exist in the country where such securities are issued. The Trust acknowledges that local

conditions, including lack of regulation, onerous procedural obligations, lack of notice and

other factors may have the effect of severely limiting the ability of the Trust to exercise

shareholder rights.

1.14 Information on Corporate Actions . The Custodian shall promptly deliver to the Trust

all information received by the Custodian and pertaining to Securities being held by the Fund

with respect to optional tender or exchange offers, calls for redemption or purchase, or

expiration of rights. If the Trust desires to take action with respect to any tender offer,

exchange offer or other similar transaction, the Trust shall notify the Custodian at least three

Business Days prior to the date on which the Custodian is to take such action. The Trust will

provide or cause to be provided to the Custodian all relevant information for any Security

which has unique put/option provisions at least three Business Days prior to the beginning

date of the tender period.

ARTICLE IV.

PURCHASE AND SALE OF INVESTMENTS OF THE FUND

1.1 Purchase of Securities . Promptly upon each purchase of Securities for the Fund,

Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer

or writer of such Securities, and the title or other description thereof, (ii) the number of

shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date

of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable

upon such purchase, and (vi) the name of the person to whom such amount is payable. The

Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys

held for the account of the Fund the total amount specified in such Written Instructions to the

person named therein. The Custodian shall not be under any obligation to pay out moneys to

13

cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there

is insufficient cash available to the Fund for which such purchase was made.

1.2 Liability for Payment in Advance of Receipt of Securities Purchased . In any and

every case where payment for the purchase of Securities for the Fund is made by the

Custodian in advance of receipt of the Securities purchased and in the absence of specified

Written Instructions to so pay in advance, the Custodian shall be liable to the Fund for such

payment.

1.3 Sale of Securities . Promptly upon each sale of Securities by the Fund, Written

Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer

of such Securities, and the title or other description thereof, (ii) the number of shares,

principal amount (and accrued interest, if any), or other units sold, (iii) the date of sale and

settlement, (iv) the sale price per unit, (v) the total amount payable upon such sale, and (vi)

the person to whom such Securities are to be delivered. Upon receipt of the total amount

payable to the Fund as specified in such Written Instructions, the Custodian shall deliver

such Securities to the person specified in such Written Instructions. Subject to the foregoing,

the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver

Securities and arrange for payment in accordance with the customs prevailing among dealers

in Securities.

1.4 Delivery of Securities Sold . Notwithstanding Section 4.03 above or any other

provision of this Agreement, the Custodian, when instructed to deliver Securities against

payment, shall be entitled, if in accordance with generally accepted market practice, to

deliver such Securities prior to actual receipt of final payment therefor. In any such case, the

Fund shall bear the risk that final payment for such Securities may not be made or that such

Securities may be returned or otherwise held or disposed of by or through the person to

whom they were delivered, and the Custodian shall have no liability for any for the

foregoing.

1.5 Payment for Securities Sold . In its sole discretion and from time to time, the Custodian

may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with

(i) proceeds from the sale of Securities which it has been instructed to deliver against

payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii)

income from cash, Securities or other assets of the Fund. Any such credit shall be

conditional upon actual receipt by Custodian of final payment and may be reversed if final

payment is not actually received in full. The Custodian may, in its sole discretion and from

time to time, permit the Fund to use funds so credited to the Fund Custody Account in

anticipation of actual receipt of final payment. Any such funds shall be repayable

immediately upon demand made by the Custodian at any time prior to the actual receipt of all

final payments in anticipation of which funds were credited to the Fund Custody Account.

1.6 Advances by Custodian for Settlement . The Custodian may, in its sole discretion and

from time to time, advance funds to the Trust to facilitate the settlement of the Fund's

transactions in the Fund Custody Account. Any such advance shall be repayable

immediately upon demand made by ▇▇▇▇▇▇▇▇▇.

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ARTICLE V.

REDEMPTION OF FUND SHARES

1.1 Transfer of Funds . From such funds as may be available for the purpose in the

relevant Fund Custody Account, and upon receipt of Written Instructions specifying that the

funds are required to redeem Shares of the Fund, the Custodian shall wire each amount

specified in such Written Instructions to or through such bank or broker-dealer as the Trust

may designate.

1.2 No Duty Regarding Paying Banks . Once the Custodian has wired amounts to a bank

or broker-dealer pursuant to Section 5.01 above, the Custodian shall not be under any

obligation to effect any further payment or distribution by such bank or broker-dealer.

ARTICLE VI.

SEGREGATED ACCOUNTS

Upon receipt of Written Instructions, the Custodian shall establish and maintain a

segregated account or accounts for and on behalf of the Fund, into which account or accounts

may be transferred cash and/or Securities, including Securities maintained in a Depository

Account:

(a) in accordance with the provisions of any agreement among the Trust, the

Custodian and a broker-dealer registered under the 1934 Act and a member of

FINRA (or any futures commission merchant registered under the Commodity

Exchange Act), relating to compliance with the rules of the Options Clearing

Corporation and of any registered national securities exchange (or the Commodity

Futures Trading Commission or any registered contract market), or of any similar

organization or organizations, regarding escrow or other arrangements in

connection with transactions by the Fund;

(b) for purposes of segregating cash or Securities in connection with securities

options purchased or written by the Fund or in connection with financial futures

contracts (or options thereon) purchased or sold by the Fund;

(c) which constitute collateral for loans of Securities made by the Fund;

(d) for purposes of compliance by the Fund with requirements under the 1940 Act for

the maintenance of segregated accounts by registered investment companies in

connection with reverse repurchase agreements and when-issued, delayed

delivery and firm commitment transactions; and

(e) for other proper trust purposes, but only upon receipt of Written Instructions,

setting forth the purpose or purposes of such segregated account and declaring

such purposes to be proper trust purposes.

15

Each segregated account established under this Article VI shall be established and

maintained for the Fund only. All Written Instructions relating to a segregated account shall

specify the Fund.

ARTICLE VII.

COMPENSATION OF CUSTODIAN

1.1 Compensation . The Custodian shall be compensated for providing the services set

forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as

amended from time to time). The Custodian shall also be compensated for such

miscellaneous expenses (e.g., telecommunication charges, postage and delivery charges, and

reproduction charges) as are reasonably incurred by the Custodian in performing its duties

hereunder. The Trust shall pay all such fees and reimbursable expenses within 30 calendar

days following receipt of the billing notice, except for any fee or expense subject to a good

faith dispute. The Trust shall notify the Custodian in writing within 30 calendar days

following receipt of each invoice if the Trust is disputing any amounts in good faith. The

Trust shall pay such disputed amounts within 10 calendar days of the day on which the

parties agree to the amount to be paid. With the exception of any fee or expense the Trust is

disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of

[...] per month after the due date. Notwithstanding anything to the contrary, amounts owed

by the Trust to the Custodian shall only be paid out of the assets and property of the

particular Fund involved.

1.2 Overdrafts . The Trust is responsible for maintaining an appropriate level of short term

cash investments to accommodate cash outflows. The Trust may obtain a formal line of

credit for potential overdrafts of its custody account. In the event of an overdraft or in the

event the line of credit is insufficient to cover an overdraft, the overdraft amount or the

overdraft amount that exceeds the line of credit will be charged in accordance with the fee

schedule set forth on Exhibit B hereto (as amended from time to time)

ARTICLE VIII.

REPRESENTATIONS AND WARRANTIES

1.1 Representations and Warranties of the Trust . The Trust hereby represents and

warrants to the Custodian, which representations and warranties shall be deemed to be

continuing throughout the term of this Agreement, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its

organization, with full power to carry on its business as now conducted, to enter

into this Agreement and to perform its obligations hereunder;

(b) This Agreement has been duly authorized, executed and delivered by the Trust in

accordance with all requisite action and constitutes a valid and legally binding

obligation of the Trust, enforceable in accordance with its terms, subject to

16

bankruptcy, insolvency, reorganization, moratorium and other laws of general

application affecting the rights and remedies of creditors and secured parties; and

(c) It is conducting its business in compliance in all material respects with all

applicable laws and regulations, both state and federal, and has obtained all

regulatory approvals necessary to carry on its business as now conducted; there is

no statute, rule, regulation, order or judgment binding on it and no provision of its

charter, bylaws or any contract binding it or affecting its property which would

prohibit its execution or performance of this Agreement.

1.2 Representations and Warranties of the Custodian . The Custodian hereby represents

and warrants to the Trust, which representations and warranties shall be deemed to be

continuing throughout the term of this Agreement, that:

(a) It is duly organized and existing under the laws of the jurisdiction of its

organization, with full power to carry on its business as now conducted, to enter

into this Agreement and to perform its obligations hereunder;

(b) It is a U.S. Bank as defined in section (a)(7) of Rule 17f- 5.

(c) This Agreement has been duly authorized, executed and delivered by the

Custodian in accordance with all requisite action and constitutes a valid and

legally binding obligation of the Custodian, enforceable in accordance with its

terms, subject to bankruptcy, insolvency, reorganization, moratorium and other

laws of general application affecting the rights and remedies of creditors and

secured parties; and

(d) It is conducting its business in compliance in all material respects with all

applicable laws and regulations, both state and federal, and has obtained all

regulatory approvals necessary to carry on its business as now conducted; there is

no statute, rule, regulation, order or judgment binding on it and no provision of its

charter, bylaws or any contract binding it or affecting its property which would

prohibit its execution or performance of this Agreement.

ARTICLE IX.

CONCERNING THE CUSTODIAN

1.1 Standard of Care . The Custodian shall exercise reasonable care in the performance of

its duties under this Agreement. The Custodian shall not be liable for any error of judgment,

mistake of law, shareholder fraud, or for any loss suffered by the Trust in connection with its

duties under this Agreement, except a loss arising out of or relating to the Custodian’s (or a

Sub-Custodian’s) refusal or failure to comply with the terms of this Agreement (or any sub-

custody agreement) or from its (or a Sub-Custodian’s) bad faith, negligence or willful

misconduct in the performance of its duties under this Agreement (or any sub-custody

agreement). The Custodian shall be entitled to rely on and may act upon advice of counsel

on all matters, and shall be without liability for any action reasonably taken

17

or omitted pursuant to such advice. The Custodian shall promptly notify the Trust of any

action taken or omitted by the Custodian pursuant to advice of counsel.

1.2 Actual Collection Required . The Custodian shall not be liable for, or considered to be

the custodian of, any cash belonging to the Fund or any money represented by a check, draft

or other instrument for the payment of money, until the Custodian or its agents actually

receive such cash or collect on such instrument.

1.3 No Responsibility for Title, etc. So long as and to the extent that it is in the exercise

of reasonable care, the Custodian shall not be responsible for the title, validity or

genuineness of any property or evidence of title thereto received or delivered by it pursuant

to this Agreement.

1.4 Limitation on Duty to Collect . Custodian shall not be required to enforce

collection, by legal means or otherwise, of any money or property due and payable with

respect to Securities held for the Fund if such Securities are in default or payment is not

made after due demand or presentation.

1.5 Reliance Upon Documents and Instructions . The Custodian shall be entitled to rely

upon any certificate, notice or other instrument in writing received by it and reasonably

believed by it to be genuine. The Custodian shall be entitled to rely upon any Written

Instructions actually received by it pursuant to this Agreement.

1.6 Cooperation . The Custodian shall cooperate with and supply necessary information

to the entity or entities appointed by the Trust to keep the books of account of the Fund

and/or compute the value of the assets of the Fund. The Custodian shall take all such

reasonable actions as the Trust may from time to time request to enable the Trust to obtain,

from year to year, favorable opinions from the Trust's independent accountants with respect

to the Custodian's activities hereunder in connection with (i) the preparation of the Trust's

reports on Forms N-CEN, N-PORT, N-CSR and any other reports required by the SEC or

any future registration statement on Form N-1A, and any other reports required by the SEC

or any future registration statement on Form N-1A, and (ii) the fulfillment by the Trust of

any other requirements of the SEC.

ARTICLE X.

INDEMNIFICATION

1.1 Indemnification by Trust . The Trust shall indemnify and hold harmless the Custodian,

any Sub-Custodian and any nominee thereof (each, an “Indemnified Party” and collectively,

the “Indemnified Parties”) from and against any and all claims, demands, losses, reasonable

expenses and liabilities of any and every nature (including reasonable attorneys' fees) that an

Indemnified Party may sustain or incur or that may be asserted against an Indemnified Party

by any person arising directly or indirectly (i) from the fact that Securities are registered in

the name of any such nominee, (ii) from any action taken or omitted to be taken by the

Custodian or such Sub-Custodian (a) at the request or direction of or in reliance on the

advice of the Trust, or (b) upon Written Instructions, or (iii) from the performance of

18

its obligations under this Agreement or any sub-custody agreement, provided that neither the

Custodian nor any such Sub-Custodian shall be indemnified and held harmless from and

against any such claim, demand, loss, expense or liability arising out of or relating to its

refusal or failure to comply with the terms of this Agreement (or any sub-custody

agreement), or from its bad faith, negligence or willful misconduct in the performance of its

duties under this Agreement (or any sub-custody agreement). This indemnity shall be a

continuing obligation of the Trust, its successors and assigns, notwithstanding the

termination of this Agreement. As used in this paragraph, the terms “Custodian” and “Sub-

Custodian” shall include their respective directors, officers and employees.

1.2 Indemnification by ▇▇▇▇▇▇▇▇▇ . The Custodian shall indemnify and hold harmless the

Trust from and against any and all claims, demands, losses, expenses, and liabilities of any

and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or

that may be asserted against the Trust by any person arising directly or indirectly out of any

action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified

Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody

agreement), or from its bad faith, negligence or willful misconduct in the performance of its

duties under this Agreement (or any sub-custody agreement). This indemnity shall be a

continuing obligation of the Custodian, its successors and assigns, notwithstanding the

termination of this Agreement. As used in this paragraph, the term “Trust” shall include the

Trust’s trustees, officers and employees.

1.3 Security . If the Custodian advances cash or Securities to the Fund for any purpose,

either at the Trust's request or as otherwise contemplated in this Agreement, or in the event

that the Custodian or its nominee incurs, in connection with its performance under this

Agreement, any claim, demand, loss, expense or liability (including reasonable attorneys'

fees) (except such as may arise from its or its nominee's bad faith, negligence or willful

misconduct), then, in any such event, any property at any time held for the account of the

Fund shall be security therefor, and should the Fund fail promptly to repay or indemnify the

Custodian, the Custodian shall be entitled to utilize available cash of such Fund and to

dispose of other assets of such Fund to the extent necessary to obtain reimbursement or

indemnification.

1.4 Miscellaneous .

(a) Neither party to this Agreement shall be liable to the other party for

consequential, special or punitive damages under any provision of this

Agreement.

(b) The indemnity provisions of this Article shall indefinitely survive the termination

and/or assignment of this Agreement.

(c) In order that the indemnification provisions contained in this Article X shall

apply, it is understood that if in any case the indemnitor may be asked to

indemnify or hold the indemnitee harmless, the indemnitor shall be fully and

promptly advised of all pertinent facts concerning the situation in question, and it

19

is further understood that the indemnitee will use all reasonable care to notify the

indemnitor promptly concerning any situation that presents or appears likely to

present the probability of a claim for indemnification. The indemnitor shall have

the option to defend the indemnitee against any claim that may be the subject of

this indemnification. In the event that the indemnitor so elects, it will so notify

the indemnitee and thereupon the indemnitor shall take over complete defense of

the claim, and the indemnitee shall in such situation initiate no further legal or

other expenses for which it shall seek indemnification under this Article X. The

indemnitee shall in no case confess any claim or make any compromise in any

case in which the indemnitor will be asked to indemnify the indemnitee except

with the indemnitor’s prior written consent.

ARTICLE XI.

FORCE MAJEURE

Neither the Custodian nor the Trust shall be liable for any failure or delay in performance

of its obligations under this Agreement arising out of or caused, directly or indirectly, by

circumstances beyond its reasonable control, including, without limitation, acts of God;

earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage;

strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its

reasonable control as may cause interruption, loss or malfunction of utility, transportation,

computer (hardware or software) or telephone communication service; accidents; labor disputes;

acts of civil or military authority; governmental actions; or inability to obtain labor, material,

equipment or transportation; provided, however, that in the event of a failure or delay, the

Custodian (i) shall not discriminate against the Fund in favor of any other customer of the

Custodian in making computer time and personnel available to input or process the transactions

contemplated by this Agreement, and (ii) shall use its best efforts to ameliorate the effects of any

such failure or delay.

ARTICLE XII.

PROPRIETARY AND CONFIDENTIAL INFORMATION

1.1 The Custodian agrees on behalf of itself and its directors, officers, and employees to

treat confidentially and as proprietary information of the Trust, all records and other

information relative to the Trust and prior, present, or potential shareholders of the Trust (and

clients of said shareholders), and not to use such records and information for any purpose

other than the performance of its responsibilities and duties hereunder, except (i) after prior

notification to and approval in writing by the Trust, which approval shall not be unreasonably

withheld and may not be withheld where the Custodian may be exposed to civil or criminal

contempt proceedings for failure to comply, (ii) when requested to divulge such information

by duly constituted governmental or regulatory authorities with jurisdiction over the

Custodian, although the Custodian will promptly report such disclosure to the Trust if

disclosure is permitted by applicable law and regulation, or (iii) when so requested by the

Trust. Records and other information which have become known to the public through no

20

wrongful act of the Custodian or any of its employees, agents or representatives, and

information that was already in the possession of the Custodian prior to receipt thereof from

the Trust or its agent, shall not be subject to this paragraph.

1.2 Further, the Custodian will adhere to the privacy policies adopted by the Trust

pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time.

In this regard, the Custodian shall have in place and maintain physical, electronic and

procedural safeguards reasonably designed to protect the security, confidentiality and

integrity of, and to prevent unauthorized access to or use of, records and information relating

to the Trust and its shareholders.

1.3 The Trust agrees on behalf of itself and its directors, officers, and employees to treat

confidentially and as proprietary information of the Custodian, all non-public information

relative to the Custodian (including, without limitation, information regarding the

Custodian’s pricing, products, services, customers, suppliers, financial statements,

processes, know-how, trade secrets, market opportunities, past, present or future research,

development or business plans, affairs, operations, systems, computer software in source

code and object code form, documentation, techniques, procedures, designs, drawings,

specifications, schematics, processes and/or intellectual property), and not to use such

information for any purpose other than in connection with the services provided under this

Agreement, except (i) after prior notification to and approval in writing by the Custodian,

which approval shall not be unreasonably withheld and may not be withheld where the Trust

may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when

requested to divulge such information by duly constituted authorities, or (iii) when so

requested by the Custodian. Information which has become known to the public through no

wrongful act of the Trust or any of its employees, agents or representatives, and information

that was already in the possession of the Trust prior to receipt thereof from the Custodian,

shall not be subject to this paragraph.

1.4 Notwithstanding anything herein to the contrary, (i) the Trust shall be permitted to

disclose the identity of the Custodian as a service provider, redacted copies of this

Agreement, and such other information as may be required in the Trust’s registration or

offering documents, or as may otherwise be required by applicable law, rule, or regulation,

and (ii) the Custodian shall be permitted to include the name of the Trust in lists of

representative clients in due diligence questionnaires, RFP responses, presentations, and

other marketing and promotional purposes.

ARTICLE XIII.

EFFECTIVE PERIOD; TERMINATION

1.1 Effective Period . This Agreement shall become effective as of the date last

written below and will continue in effect for a period of three (3) years.

21

1.2 Termination .

(a) Following the initial term, this Agreement shall automatically renew for

successive one (1) year terms unless either party provides written notice at least

90 days prior to the end of the then current term that it will not be renewing the

Agreement.

(b) Subject to Section 13.03, this Agreement may be terminated by either party (in

whole or with respect to one or more Funds) upon giving 90 days’ prior written

notice to the other party or such shorter notice period as is mutually agreed upon

by the parties.

(c) The Custodian may terminate this Agreement immediately (in whole or with

respect to one or more Funds) if the continued service of such Funds or the Trust

would cause the Custodian or any of its affiliates to be in violation of any

applicable law, rule, regulation, or order of any governmental, regulatory or

judicial authority of competent jurisdiction, provided that in such event the

Custodian shall, to the extent it is legally permitted and able to do so, provide

reasonable assistance to transition such Funds or the Trust to a successor service

provider.

(d) This Agreement may be terminated by any party upon the breach of the other

party of any material term of this Agreement if such breach is not cured within 15

days of notice of such breach to the breaching party.

(e) The Trust may, at any time, immediately terminate this Agreement in the event of

the appointment of a conservator or receiver for the Custodian by regulatory

authorities or upon the happening of a like event at the direction of an appropriate

regulatory agency or court of competent jurisdiction.

1.3 Early Termination . In the absence of any material breach of this agreement, should

the Trust elect to terminate this Agreement (in whole or with respect to one or more Funds)

prior to the end of the then current term, the Trust agrees to pay the following fees:

a) All monthly fees through the life of the Agreement, including the

repayment of any negotiated discounts (provided that no such fees shall be paid

with respect to any Fund following the liquidation of such Fund);

b) All miscellaneous fees associated with converting services to a successor

service provider;

c) All fees associated with any record retention and/or tax reporting

obligations that may not be eliminated due to the conversion to a

successor service provider;

d) All miscellaneous costs associated with a) through c) above

1.4 Appointment of Successor Custodian . If a successor custodian shall have been

appointed by the Board of Trustees, the Custodian shall, upon receipt of a notice of

acceptance by the successor custodian, on such specified date of termination (i) deliver

22

directly to the successor custodian all Securities (other than Securities held in a Book-Entry

System or Securities Depository) and cash then owned by the Fund and held by the

Custodian as custodian, and (ii) transfer any Securities held in a Book-Entry System or

Securities Depository to an account of or for the benefit of the Fund at the successor

custodian, provided that the Trust shall have paid to the Custodian all fees, expenses and

other amounts to the payment or reimbursement of which it shall then be entitled. In

addition, the Custodian shall, at the expense of the Trust, transfer to such successor all

relevant books, records, correspondence, and other data established or maintained by the

Custodian under this Agreement in a form reasonably acceptable to the Trust (if such form

differs from the form in which the Custodian has maintained the same, the Trust shall pay

any expenses associated with transferring the data to such form), and will cooperate in the

transfer of such duties and responsibilities, including provision for assistance from the

Custodian’s personnel in the establishment of books, records, and other data by such

successor. Upon such delivery and transfer, the Custodian shall be relieved of all obligations

under this Agreement.

1.5 Failure to Appoint Successor Custodian . If a successor custodian is not designated by

the Trust on or before the date of termination of this Agreement, then the Custodian shall

have the right to deliver to a bank or trust company of its own selection, which bank or trust

company (i) is a “bank” as defined in the 1940 Act, and (ii) has aggregate capital, surplus and

undivided profits as shown on its most recent published report of not less than $[...] million,

all Securities, cash and other property held by the Custodian under this Agreement and to

transfer to an account of or for the Fund at such bank or trust company all Securities of the

Fund held in a Book-Entry System or Securities Depository. Upon such delivery and

transfer, such bank or trust company shall be the successor custodian under this Agreement

and the Custodian shall be relieved of all obligations under this Agreement. In addition,

under these circumstances, all books, records and other data of the Trust shall be returned to

the Trust.

ARTICLE XIV.

CLASS ACTIONS

The Custodian shall use its best efforts to identify and file claims for the Fund(s)

involving any class action litigation that impacts any security the Fund(s) may have held during

the class period. The Trust agrees that the Custodian may file such claims on its behalf and

understands that it may be waiving and/or releasing certain rights to make claims or otherwise

pursue class action defendants who settle their claims. Further, the Trust acknowledges that

there is no guarantee these claims will result in any payment or partial payment of potential class

action proceeds and that the timing of such payment, if any, is uncertain.

However, the Trust may instruct the Custodian to distribute class action notices and other

relevant documentation to the Fund(s) or its designee and, if it so elects, will relieve the

Custodian from any and all liability and responsibility for filing class action claims on behalf of

the Fund(s).

23

ARTICLE XV.

MISCELLANEOUS

1.1 Compliance with Laws . The Trust has and retains primary responsibility for all

compliance matters relating to the Fund, including but not limited to compliance with the 1940

Act, the Internal Revenue Code of 1986, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the USA Patriot Act

of 2001 and the policies and limitations of the Fund relating to its portfolio investments as set

forth in its prospectus and statement of additional information on Form N-2. The Custodian’s

services hereunder shall not relieve the Trust of its responsibilities for assuring such compliance

or the Board of Trustee’s oversight responsibility with respect thereto. The Trust shall

immediately notify the Custodian if there is a material change to the investment strategy of any

Fund that deviates from the investment strategy set out in the current prospectus, or if it (or any

Fund) becomes subject to any new law, rule, regulation, or order of a governmental or judicial

authority of competent jurisdiction, that materially impacts the operations of the Trust or any

Fund or the services provided under this Agreement. Further ,the Trust agrees that it complies

with any and all applicable local, state, federal, and international data protection laws, and

confirms necessary and appropriate consents, disclosures and notices are in place to enable

collection and processing of personal data by the Custodian. The Custodian’s functions

hereunder shall not relieve the Trust of their primary day-to-day responsibility for assuring such

compliance.

1.2 Amendment . This Agreement may not be amended or modified in any manner

except by written agreement executed by the Custodian and the Trust, and authorized or

approved by the Board of Trustees.

1.3 Assignment . This Agreement shall extend to and be binding upon the parties hereto

and their respective successors and assigns; provided, however, that this Agreement shall not be

assignable by the Trust without the written consent of the Custodian, or by the Custodian

without the written consent of the Trust accompanied by the authorization or approval of the

Board of Trustees.

1.4 Governing Law . This Agreement shall be governed by and construed in accordance

with the laws of the State of Minnesota, without regard to conflicts of law principles. To the

extent that the applicable laws of the State of Minnesota, or any of the provisions herein,

conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing

herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the

SEC thereunder.

1.5 No Agency Relationship . Nothing herein contained shall be deemed to authorize or

empower either party to act as agent for the other party to this Agreement, or to conduct

business in the name, or for the account, of the other party to this Agreement.

1.6 Services Not Exclusive . Nothing in this Agreement shall limit or restrict the

Custodian from providing services to other parties that are similar or identical to some or all of

the services provided hereunder.

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1.7 Invalidity. Any provision of this Agreement which may be determined by competent

authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be

ineffective to the extent of such prohibition or unenforceability without invalidating the

remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction

shall not invalidate or render unenforceable such provision in any other jurisdiction. In such

case, the parties shall in good faith modify or substitute such provision consistent with the

original intent of the parties.

1.8 Notices . Any notice required or permitted to be given by either party to the other shall

be in writing and shall be deemed to have been given on the date delivered personally or by

courier service, or three days after sent by registered or certified mail, postage prepaid, return

receipt requested, or on the date sent and confirmed received by facsimile transmission to the

other party’s address set forth below:

Notice to the Custodian shall be sent to:

U.S. Bank

U.S. Bank Tower

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,

OH 45202 | CN-OH-W6TC

Attn: Global Fund Custody Support Services

Phone: ▇▇▇.▇▇▇.▇▇▇▇

Fax: ▇▇▇.▇▇▇.▇▇▇▇

Notice to the Trust shall be sent to:

c/o OneFund, LLC

▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇

#737

St. Petersburg, FL 33701

1.9 Multiple Originals . This Agreement may be executed on two or more counterparts,

each of which when so executed shall be deemed an original, but such counterparts shall

together constitute but one and the same instrument.

1.10 No Waiver . No failure by either party hereto to exercise, and no delay by such party

in exercising, any right hereunder shall operate as a waiver thereof. The exercise by either party

hereto of any right hereunder shall not preclude the exercise of any other right, and the remedies

provided herein are cumulative and not exclusive of any remedies provided at law or in equity.

1.11 References to Custodian . The Trust shall not circulate any written material that

contains any reference to the Custodian without the prior written approval of the Custodian,

excepting written material contained in the Prospectus or statement of additional information for

the Fund and such other written material as merely identifies the Custodian as custodian for the

Fund. The Trust shall submit written material requiring approval to the Custodian in draft form,

25

allowing sufficient time for review by the Custodian and its counsel prior to any deadline for

publication.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed

by a duly authorized officer on one or more counterparts as of the last date written below.

ONEFUND U.S. BANK NATIONAL ASSOCIATION

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ : / s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇_____________

▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Name: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

President

Title: Title: Sr. Vice President

Date: Date: February 1, 2024

December 15, 2023

26

EXHIBIT A

Custody Agreement

Separate Series of OneFund

Name of Series

OneFund S&P 500

27

EXHIBIT B

Custody Agreement Fee Schedule

Based upon an annual rate of average daily market value of all long securities and cash held in

the portfolio*:

[...] basis points

Minimum annual fee per fund including transaction fees – $ [...]

Portfolio Transaction Fees

■ $[...] – Book entry DTC transaction, Federal Reserve transaction, principal paydown

■ $[...] – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-

depository transaction

■ $[...] – Option/SWAPS/future contract written, exercised or expired

■ $[...] – Mutual fund trade, Margin Variation Wire and outbound Fed wire

■ $[...] – Physical security transaction

■ $[...] – per check disbursement

■ $[...] – Manual instructions fee. (Additional Per Securities and Cash Transactions)

■ $[...] – Cancellation/Repair fee. (Additional Per Securities and Cash Transactions)

■ $[...] – Per Non-USD wire.

■ $[...] – Per Non-FX Executed at U.S. Bank

■ $[...] – Monthly charge on zero valued securities (Per ISIN)

■ $[...] – Per Proxy Vote cast.

■ $[...] – Dormant account fee (one year no activity)

A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or

exchange.

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be

separately billed as incurred: expenses incurred in the safekeeping, delivery and receipt of

securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT

charges, negative interest charges, treasury management expenses and extraordinary expenses

based upon complexity.

Additional Services

■ Additional fees apply for global servicing. Fund of Fund expenses quoted separately.

■ $[...] per custody sub – account per year (e.g., per sub –adviser, segregated account, etc.)

■ Class Action Services – $[...] filing fee per class action per account, plus [...] of

▇▇▇▇▇ proceeds, up to a maximum per recovery not to exceed $[...].

■ No charge for the initial conversion free receipt.

■ Overdrafts – charged to the account at prime interest rate plus [...], unless a line of credit is in

place.

■ Third Party lending - Additional fees will apply.

Additional services not included above shall be mutually agreed upon at the time of the service

being added. In addition to the fees described above, additional fees may be charged to the

28

extent that changes to applicable laws, rules or regulations require additional work or expenses

related to services provided (e.g., margin management services, securities lending services,

compliance with new SEC rules and reporting requirements).

Fees are calculated pro rata and billed monthly.

*Subject to annual CPI increase – All Urban Consumers – U.S. City Average” index, provided

that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any

point in time is negative).

29

Additional Services Fee Schedule

Third-Party Agent Domestic Securities Lending Support*+

■ $[...] implementation fee per Trust per Third-Party Agent Lender

■ Annual Base Fee $[...] per Trust per Third-Party Agent Lender

■ Plus Transaction fees

Third-Party Agent Portfolio Transaction Fees+

■ $[...] - transaction fee will be assessed for each loan, return, and reallocation transactions

(loan/return)

+ Each Third-Party Agent ▇▇▇▇▇▇ will be invoiced directly

*Subject to annual CPI increase – All Urban Consumers – U.S. City Average” index, provided

that the CPI adjustment will not decrease the base fees (even if the cumulative CPI rate at any

point in time is negative).

30

Additional Global Sub-Custodial Services Annual Fee Schedule

Country	Safekeepin g (BPS)	Transaction fee		Country	Safekeeping (BPS)	Transaction fee		Country	Safekeeping (BPS)	Transaction fee
Argentina	[...]	[...]		Hong Kong	[...]	[...]		Poland	[...]	[...]
Australia	[...]	[...]		Hungary	[...]	[...]		Portugal	[...]	[...]
Austria	[...]	[...]		Iceland	[...]	[...]		Qatar	[...]	[...]
Bahrain	[...]	[...]		India	[...]	[...]		Romania	[...]	[...]
Bangladesh	[...]	[...]		Indonesia	[...]	[...]		Russia	[...]	[...]
Belgium	[...]	[...]		Ireland	[...]	[...]		Saudi Arabia	[...]	[...]
Bermuda	[...]	[...]		Israel	[...]	[...]		Serbia	[...]	[...]
Botswana	[...]	[...]		Italy	[...]	[...]		Singapore	[...]	[...]
Brazil	[...]	[...]		Japan	[...]	[...]		Slovakia	[...]	[...]
Bulgaria	[...]	[...]		Jordan	[...]	[...]		Slovenia	[...]	[...]
Canada	[...]	[...]		Kenya	[...]	[...]		South Africa	[...]	[...]
Chile	[...]	[...]		Kuwait	[...]	[...]		South Korea	[...]	[...]
China Connect	[...]	[...]		Latvia	[...]	[...]		Spain	[...]	[...]
China (B Shares)	[...]	[...]		Lithuania	[...]	[...]		Sri Lanka	[...]	[...]
Colombia	[...]	[...]		Luxembourg	[...]	[...]		Sweden	[...]	[...]
Costa Rica	[...]	[...]		Malaysia	[...]	[...]		Switzerland	[...]	[...]
Croatia	[...]	[...]		Malta	[...]	[...]		Taiwan	[...]	[...]
Cyprus	[...]	[...]		Mauritius	[...]	[...]		Tanzania	[...]	[...]
Czech Republic	[...]	[...]		Mexico	[...]	[...]		Thailand	[...]	[...]
Denmark	[...]	[...]		Morocco	[...]	[...]		Tunisia	[...]	[...]
Egypt	[...]	[...]		Namibia	[...]	[...]		Turkey	[...]	[...]
Estonia	[...]	[...]		Netherlands	[...]	[...]		UAE	[...]	[...]
Euroclear (Eurobonds)	[...]	[...]		New Zealand	[...]	[...]		Uganda	[...]	[...]
Euroclear (Non- Eurobond s)	[...]	Rates are available upon request		Nigeria	[...]	[...]		Ukraine	[...]	[...]
Finland	[...]	[...]		Norway	[...]	[...]		United Kingdom	[...]	[...]
France	[...]	[...]		Oman	[...]	[...]		Uruguay	[...]	[...]
Germany	[...]	[...]		Pakistan	[...]	[...]		Vietnam	[...]	[...]
Ghana	[...]	[...]		Panama	[...]	[...]		West African Economic Monetary Union (WAEMU)**	[...]	[...]
Greece	[...]	[...]		Peru	[...]	[...]		Zambia	[...]	[...]
				Philippines	[...]	[...]		Zimbabwe	[...]	[...]

* Transaction Fee includes: Receive Versus Payment (RVP), Delivery Versus Payment (DVP), FREE REC, and

FREE DEL activity related to securities settlement within U.S. Bank sub-custodian network.

31

Global Custody Base Fee

A monthly base fee of $ [...] per fund will apply. If no global assets are held within a given

month, the monthly base charge will not apply for that month. Safekeeping and transaction fees

are assessed on security and currency transactions.

Global Custody Tax Services:

■ Global Filing: $[...] per annum

■ U.S. Domestic Filing: $[...] per annum (Only ADRs)

■ Any client who does not elect for tax services (and does them themselves, would be charged

an out of pocket expense per the normal process).

Miscellaneous Expenses

■ Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for account opening

fees, local taxes, stamp duties or other local duties and assessments, stock exchange fees,

central securities depository fees, securities market regulator fees, foreign exchange

transactions, postage and insurance for shipping, facsimile reporting, extraordinary

telecommunications fees, proxy services and other shareholder communications, recurring

administration fees, negative interest charges, overdraft charges or other expenses which are

unique to a country in which the client or its clients is investing will be passed along as

incurred.

■ A surcharge may be added to certain miscellaneous expenses listed herein to cover handling,

servicing and other administrative costs associated with the activities giving rise to such

expenses. Also, certain expenses are charged at a predetermined flat rate.

■ SWIFT reporting and message fees.

Extraordinary services

Extraordinary services are duties or responsibilities of an unusual nature, including termination,

but not provided for in the governing documents or otherwise set forth in this schedule. A

reasonable charge will be assessed based on the nature of the service and the responsibility

involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in

effect.

Account approval is subject to review and qualification. Fees are subject to change at our

discretion and upon written notice. The fees set forth above and any subsequent modifications

thereof are part of your agreement. Finalization of the transaction constitutes agreement to the

above fee schedule, including agreement to any subsequent changes upon proper written notice.

In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to

the client directly. Absent your written instructions to sweep or otherwise invest, all sums in your

account will remain uninvested and no accrued interest or other compensation will be credited to

the account. Payment of fees constitutes acceptance of the terms and conditions set forth.

To help the government fight the funding of terrorism and money laundering activities, Federal

law requires all financial institutions to obtain, verify, and record information that identifies each

person who opens an Account. For a non-individual person such as a business entity, a charity, a

Trust, or other legal entity, we ask for documentation to verify its formation and existence as a

32

legal entity. We may also ask to see financial statements, licenses, identification and

authorization documents from individuals claiming authority to represent the entity or other

relevant documentation.

33

EXHIBIT C

SHAREHOLDER COMMUNICATIONS ACT AUTHORIZATION

ONEFUND

The Shareholder Communications Act of 1985 requires banks and trust companies to make an

effort to permit direct communication between a company which issues securities and the

shareholder who votes those securities.

Unless you specifically require us to NOT release your name and address to requesting

companies, we are required by law to disclose your name and address.

Your “yes” or “no” to disclosure will apply to all U.S. securities Custodian holds for you now

and in the future, unless you change your mind and notify us in writing. A “no” election may

prevent Custodian from obtaining, on your behalf, the most favorable tax rate for American

Depository Receipts (ADRs) held in your account .

YES U.S. Bank is authorized to provide the

Trust’s name, address and security position

to requesting companies whose stock is

owned by the Trust.

NO U.S. Bank is NOT authorized to provide the

Trust’s name, address and security position

to requesting companies whose stock is

owned by the Trust.

ONEFUND

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: President

Date: February 1, 2024

34