THIS AGREEMENT is made and entered
into as of this August 25, 2017, by and between NORTHERN LIGHTS FUND TRUST II, 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 (the “Custodian”).
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;
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 B hereto (as
amended from time to time) (each a “Fund” and collectively, the “Funds”); and
WHEREAS, the Board of Trustees of the
Trust 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:
Whenever used in this Agreement, the following
words and phrases shall have the meanings set forth below unless the context otherwise requires:
“Authorized Person” means any Officer or person who has been designated as such by written notice and
named in Exhibit A and 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 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.
“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.
“Book-Entry System” shall mean a federal book-entry system as provided in Subpart O of Treasury Circular
Xx. 000, 00 XXX 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.
“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.
“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 0000 Xxx) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does
not include any Eligible Securities Depository.
“Eligible Securities Depository” has the meaning set forth in Rule 17f-7(b)(1) under the 1940 Act.
“Foreign Securities” means any investments of a 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.
“Fund Custody Account” shall mean any of the accounts in the name of the Trust, which is provided for
in Section 3.2 below.
“IRS” shall mean the Internal Revenue Service.
“FINRA” shall mean the Financial Industry Regulatory Authority, Inc.
“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.
“SEC” shall mean the U.S. Securities and Exchange Commission.
“Securities” shall include, without limitation, common and preferred stocks, bonds, call options, put
options, debentures, notes, bank certificates of deposit, bankers' 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.
“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.
“Shares” shall mean, with respect to a Fund, the units of beneficial interest issued by the Trust on
account of the Fund.
“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” 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 3.3
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 a 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
“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.
APPOINTMENT OF CUSTODIAN
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
hereby 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.
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 prospectuses 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 D.|
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 Fund.
CUSTODY OF CASH
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 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.
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.
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 who 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, 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 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 3.3, 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-Custodian'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 measures and as to the compensation and expenses
of the Custodian relating to such measures.|
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.
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 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
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 which 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
|(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;|
|(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 of Written Instructions, specifying the amount and purpose of such payment,
declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is to be made.|
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
|(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
|(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; provided that, in any such case, the new Securities are to be delivered to the
|(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;
|(n)||For any other proper corporate purpose, but only upon receipt of Written Instructions, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate 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.|
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 which
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.|
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 Foreign
Securities of the Fund 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.
|(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.|
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
Other Reports by Custodian. 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.
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.
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.
PURCHASE AND SALE
OF INVESTMENTS OF THE FUND
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 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.
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.
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.
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.
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.
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 a Fund's transactions in the Fund Custody Account. Any such advance shall be repayable
immediately upon demand made by Custodian.
REDEMPTION OF FUND
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.
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.
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;
|(e)||for other proper corporate 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 corporate purposes.|
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.
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 C hereto (as amended from time to time). The Custodian shall also be reimbursed
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, on behalf of a Fund, shall pay all such fees
and reimbursable expenses with respect to such Fund 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, on behalf of a Fund, 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, on behalf of a Fund, is disputing
in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% 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
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 C hereto (as amended from
time to time)
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 bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
|(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.|
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.|
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 or mistake of law 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 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.
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.
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.
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.
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.
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 Form N-1A and Form N-SAR and any other reports required by the SEC, and (ii) the
fulfillment by the Trust of any other requirements of the SEC.
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, 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 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.
Indemnification by Custodian. 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.
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
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.
|(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 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
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.
AND CONFIDENTIAL INFORMATION
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 authorities 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 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.
Further, the Custodian will adhere to the privacy policies adopted by the Trust pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx
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.
Effective Period. This Agreement shall become effective as of the date first written above and will continue in effect
for a period of three (3) years.
Termination. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other
party or such shorter notice period as is mutually agreed upon by the parties. Subsequent to the end of the three (3) year period,
this Agreement continues until one party gives 90 days prior written notice to the other party or such shorter notice period as
is mutually agreed upon by the parties. Notwithstanding the foregoing, 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. In addition, 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.
Early Termination. In the absence of any material breach of this Agreement, should the Trust elect to terminate this
Agreement prior to the end of the three (3) year term, the Trust agrees to pay the following fees:
a) Half of all monthly fees through the
life of the Agreement, including the
repayment of any negotiated discounts;
b) All 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
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 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.
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 $25 million, all Securities, cash and
other property held by 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
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).
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 Xxxxxxxx-Xxxxx 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. 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.
15.02 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.
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.
15.04 Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles.
To the extent that the applicable laws of the State of New York, 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.
15.05 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.
15.06 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.
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.
15.08 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
U.S Bank, N.A.
0000 X. Xxxxxxxxxxx Xx., XX-XX-X000
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxxx
and notice to the Trust shall be sent
Northern Lights Fund Trust II
c/o Gemini Fund Services
00000 Xxxxxx Xxxxxx, Xxxxx 0
Xxxxx, XX 00000
15.09 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.
15.10 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.
15.11 References to Custodian. The
Trust shall not circulate any printed matter which contains any reference to Custodian without the prior written approval of Custodian,
excepting printed matter contained in the Prospectus or statement of additional information for the Fund and such other printed
matter as merely identifies Custodian as custodian for the Fund. The Trust shall submit printed matter requiring approval to Custodian
in draft form, allowing sufficient time for review by Custodian and its counsel prior to any deadline for printing.
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 date first above written.
NORTHERN LIGHTS FUND TRUST II U.S.
BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxxxx By: /s/
Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx Xxxxxxx Name: Xxxxxxx
Title: Assistant Secretary Title: Senior Vice President
Set forth below are the
names and specimen signatures of the persons authorized by the Trust to administer the Fund Custody Accounts.
to the Custody Agreement
Separate Series of Northern Lights Fund Trust
Sector Balanced Fund
EXHIBIT C to the Custody
Fee Schedule for Domestic and Global
Services at September, 2017
Custody Services Annual Fee Schedule
U.S. Bank, N.A., as Custodian, will receive monthly compensation for
services according to the terms of the following Schedule:
Annual Fee Based Upon Market Value per Fund*
Based upon an annual rate of average
daily market value of all long securities and cash held in the portfolio:
1 basis point on the first $500 million
.75 basis point on the next $1 billion
.50 basis point on the balance
Minimum annual fee per fund: $4,800
Plus portfolio transaction fees
Portfolio Transaction Fees:
|§||$4.00 – Book entry DTC transaction, Federal Reserve transaction, principal paydown|
|§||$7.00 – Repurchase agreement, reverse repurchase agreement, time deposit/CD or other non-depository transaction|
|§ $15.00||– Option/SWAPS/future contract written, exercised or expired|
|§ $15.00||– Mutual fund trade, Margin Variation Wire and outbound Fed wire|
|§ $50.00||– Physical security transaction|
|§||$5.00 – per check disbursement|
A transaction is a purchase/sale of a security, free receipt/free
delivery, maturity, tender or exchange.
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 fees apply for global servicing. Fund of Fund expenses quoted separately.|
|§||$500.00 – per Sub Advisor|
|§||$150.00 -- Segregated custody account|
|§||No charge for the initial conversion free receipt.|
|§||Overdrafts – charged to the account at prime interest rate plus 2%, unless a line of credit is in place|
In addition to the fees described above, additional fees may be charged
to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided
(e.g., compliance with new liquidity risk management and reporting requirements).
*Subject to annual CPI increase - All Urban Consumers - U.S. City
Fees are calculated pro rata and billed monthly.
Additional Global Sub-Custodial Services
Annual Fee Schedule
A monthly base fee per fund will apply based on the number of foreign
securities held. If no global assets are held within a given month, the monthly base charge will not apply for that month.
|§||1–25 foreign securities: $500; 26–50 foreign securities: $1,000; Over 50 foreign securities: $1,500|
|§||Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including
but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions
that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject
to a surcharge.|
|§||For all other markets specified in above grid, surcharges may apply if a security is held outside of the local market.|
|§||Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.|
|§||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, 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.|
SHAREHOLDER COMMUNICATIONS ACT AUTHORIZATION
NORTHERN LIGHTS FUND TRUST II
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
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 securities U.S. Bank holds for you now and in the future, unless you change your mind and notify us in writing.
||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. |
||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. |
NORTHERN LIGHTS FUND TRUST II
By: /s/ Xxxxxxx Xxxxxxx
Title: Assistant Secretary
Date: August 25, 2017