Midas Series Trust (Form: NSAR-A, Received: 08/28/2018 12:57:34)

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012 C03AA01 45246 013 A00AA01 TAIT, WELLER & BAKER LLP 013 B01AA01 PHILADELPHIA 013 B02AA01 PA 013 B03AA01 19103 015 A00AA01 THE HUNTINGTON NATIONAL BANK 015 B00AA01 C 015 C01AA01 COLUMBUS 015 C02AA01 OH 015 C03AA01 43219 015 E01AA01 X 015 A00AA02 BROWN BROTHERS HARRIMAN & CO 015 B00AA02 S 015 C01AA02 JERSEY CITY 015 C02AA02 NJ 015 C03AA02 07311 015 E01AA02 X 018 00AA00 Y 019 A00AA00 N 019 B00AA00 0 020 A000001 BMO CAPITAL MARKETS CORP 020 C000001 7 020 A000002 TRADE MANAGE CAPITAL 020 C000002 4 020 A000003 J.P. MORGAN SECURITIES INC. 020 C000003 2 020 A000004 FIDELITY BROKERAGE 020 C000004 1 020 C000005 0 020 C000006 0 020 C000007 0 020 C000008 0 020 C000009 0 020 C000010 0 021 000000 14 022 A000001 STATE STREET 022 C000001 10141 022 D000001 9759 022 C000002 0 022 D000002 0 022 C000003 0 022 D000003 0 022 C000004 0 022 D000004 0 022 C000005 0 022 D000005 0 022 C000006 0 022 D000006 0 022 C000007 0 022 D000007 0 022 C000008 0

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CUSTODY AGREEMENT

THIS CUSTODY AGREEMENT ("Agreement"), dated as of June 1, 2018, is entered into by and between THE HUNTINGTON NATIONAL BANK, a national bank organized under the laws of the United States (the " Custodian " or " Bank" ), and severally and not jointly each Company listed on Appendix B to this Agreement, acting solely with respect to each of its series listed on such Appendix B (each such series a "Fund" ), or, if no such series is listed, acting on its own behalf.

W I T N E S S E T H:

WHEREAS , the Custodian serves as custodian and foreign custody manager for certain of its customers; and

WHEREAS , the Company wishes to employ the Custodian to act as its custodian and as the foreign custody manager for the Company to provide for the custody and safekeeping of the assets of the Company as required by the 1940 Act (as defined below), and to provide related services, all as provided herein, and the Custodian is willing to accept such employment, subject to the terms and conditions herein set forth.

NOW, THEREFORE , in consideration of the mutual covenants and agreements herein contained, the Custodian and the Company hereby agree, as follows:

Definitions : The following words and phrases, when used in this Agreement, unless the context otherwise requires, shall have the following meanings:

"1940 Act" shall mean the Investment Company Act of 1940, as amended from time to time.

"1934 Act" shall mean the Securities and Exchange Act of 1934, as amended from time to time.

"Advance(s)" shall mean any extension of credit by or through the Custodian or by or through any Sub-custodian and shall include, without limitation, amounts due to the Custodian or any Sub-custodian as the principal counterparty to any foreign exchange transaction with the Company, or paid to third parties for account of the Company or in discharge of any expense, tax or other item payable by the Company.

"Agent(s)" shall have the meaning set forth in Section 8 hereof.

"Applicable Law" shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction, compliance with which is required or customarily observed in such jurisdiction.

"Authorized Person(s)" shall mean any person, whether or not any such person is an Officer or employee of the Company, who is duly authorized by the Board of Trustees of the Company to give Instructions on behalf of the Company or any Fund in accordance with Section 4 herein, and named in Appendix A attached hereto and as amended from time to time by resolution of the Board of Trustees, certified by an Officer, and received by the Custodian.

"Board of Trustees" shall mean the Trustees (or Directors) of the Company as approved from time to time.

"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 CFT Part 350, or in such book‑entry regulations of federal agencies as are substantially in the form of Subpart O.

"Business Day" shall mean any day that the New York Stock Exchange is open for business.

"Clearing Corporation" shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market.

"Company" shall mean the trust or corporation which is the party to this Agreement, and which is a management investment company registered under the 1940 Act.

"Delegation Schedule" shall mean any separate schedule entered into between the Custodian and the Company or its authorized representative with respect to certain matters concerning the administration of Investments held outside of the United States and the appointment of Eligible Foreign Custodians" under the provisions of Rule 17f-5 of the 1940 Act.

"Dividend and Transfer Agent" shall mean the dividend and transfer agent appointed, from time to time, pursuant to a written agreement between the dividend and transfer agent and the Company.

"FINRA" means the Financial Industry Regulatory Authority.

"Foreign Financial Regulatory Authority" shall have the meaning given by Section 2(a)(50) of the 1940 Act.

"Fund(s)" shall mean (1) each series of a Company listed on Appendix B to this Agreement, (2) if no series is shown with a Company listed on Appendix B to this Agreement, such Company, and (3) any additional series or company added pursuant to Written Instructions. Each Fund shall be deemed herein at all times to be acting on its own behalf, severally and not jointly, in respect of all other Funds and Companies.

"Instruction(s)" shall mean Oral Instructions or Written Instructions. Instructions may be continuing Written Instructions when deemed appropriate by both parties.

"Investment(s)" shall mean any investment asset of a Fund, including without limitation, Money Market Securities and Securities.

"Money Market Security" shall mean debt obligations issued or guaranteed as to principal and/or interest by the government of the United States or agencies or instrumentalities thereof, commercial paper, obligations (including certificates of deposit, bankers' acceptances, repurchase agreements and reverse repurchase agreements with respect to the same), and time deposits of domestic banks and thrift institutions whose deposits are insured by the Federal Deposit Insurance Corporation, and short‑term corporate obligations where the purchase and sale of such securities normally require settlement in federal funds or their equivalent on the same day as such purchase and sale, all of which mature in not more than thirteen (13) months.

"Officer" shall mean the Chairman, President, Secretary, Treasurer, any Vice President, Assistant Secretary or Assistant Treasurer of the Company, or any other officer positions as may be designated by the Company.

"Oral Instructions" shall mean Instructions orally transmitted to and received by the Custodian from an Authorized Person (or from a person that the Custodian reasonably believes in good faith to be an Authorized Person) and confirmed by Written Instructions in such a manner that such Written Instructions are received by the Custodian on the Business Day in accordance with Section 4 herein immediately following receipt of such Oral Instructions, provided, however, the Company agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions authorized by such Oral Instructions.

"Personal Information" shall mean (a) an individual's name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security number, (ii) driver's license number, (iii) state identification card number, (iv) debt or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person's account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individual's account. The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

"Prospectus" shall mean with respect to each Company and Fund, its then currently effective prospectus and Statement of Additional Information, as filed with the Securities and Exchange Commission.

"SEC" shall mean the Securities and Exchange Commission of the United States.

"Security or Securities" shall mean Money Market Securities, common stock, preferred stock, options, financial futures, bonds, notes, debentures, corporate debt securities, mortgages, 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 interest therein, or any similar property or assets, including securities of any registered or unregistered investment company, collective investment scheme, commodity pool or other pooled investment vehicle that the Custodian has the facilities to clear and to service.

"Securities Depository" shall mean a central or book entry system or clearing agency established under Applicable Law for purposes of recording the ownership, transfer, and/or entitlement to investment securities for a given market.

"Sub-custodian(s)" shall mean each Sub-custodian appointed by the Custodian pursuant to Section 8 of this Agreement, but shall not include Securities Depositories.

"Written Instructions" means communications in writing actually received by the Custodian from an Authorized Person in accordance with Section 4. A communication in writing includes a communication by facsimile, telex or between electro‑mechanical or electronic devices as set forth in Section 4. All written communications shall be directed to the Custodian, attention: Institutional Trust Custody Group.

1. Appointment of the Custodian; Acceptance . The Company hereby designates, constitutes, and appoints the Custodian as custodian and its foreign custody manager for all Investments and cash owned by each Fund at any time during the term of this Agreement, and the Custodian hereby accepts such appointment and agrees to perform the duties thereof as provided in this Agreement.

2. Furnishing of Documents; and Representations and Warranties of the Company .

2.1 Documentation. The following documents, including any amendments thereto, will be provided contemporaneously with the execution of the Agreement, to the Custodian by the Company:

1)	A copy of the declaration of trust or such other governing document of the Company certified by the Secretary.

2)	A copy of the By-Laws of the Company certified by the Secretary.

3)	A copy of the resolution of the Board of Trustees of the Company appointing the Custodian, certified by the Secretary.

4)	A copy of the then current Prospectus(es).

5)	A Certificate of the Secretary of the Company setting forth the names and signatures of all Authorized Persons.

In addition, the Company agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any Dividend and Transfer Agent.

2.2 Representations and Warranties of Company : The Company makes the following representations and warranties to the Custodian:

2.2.1 The obligations of the Company set forth in this Agreement have been authorized by the Company's Board of Trustees, acting as such Trustees for and on behalf of the Company, pursuant to the authority vested in them under the laws of the State of its formation, the Declaration of Trust and the By‑Laws of the Company, provided, however, that this Agreement has been executed by Officers of the Company as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only each Fund severally and then only to the extent of the assets of such Fund.

2.2.2 Appendix A sets forth the names and the signatures of all Authorized Persons as of this date, as certified by the Company. The Company agrees to furnish to the Custodian a new Appendix A in form similar to the attached Appendix A, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Appendix A shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Appendix A.

2.2.3 The Company hereby represents and warranties that it is duly organized as set forth in Appendix B and that this Agreement to the best of Company's knowledge, does not materially violate any Applicable Law or any constitutive document, agreement, judgment, order or decree to which the Company is a party or by which it is bound, including without limitation any agreement in effect pertaining to the assets which may be maintained under this Agreement.

2.2.4 By providing a Written Instruction with respect to an acquisition of an Investment in a jurisdiction other than the United States of America, the Company shall be deemed to have confirmed to the Custodian that the Company has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, and (ii) made all determinations required to be made by the Company under Applicable Law.

2.2.5 By providing a Written Instruction in respect of an Investment (which Written Instruction may relate to among other things, the execution of trades), the Company hereby (i) authorizes the Custodian to complete such documentation as may be reasonably required or appropriate for the execution of the Written Instruction, and agrees to be contractually bound to the terms of such documentation "as is" without recourse against Custodian, except where the Custodian has acted with gross negligence or willful misconduct; (ii) represents, warrants and covenants that the Company has accepted and agreed to comply with all Applicable Law, terms and conditions to which the Company and/or a Fund's Investments may be bound, including without limitation, requirements imposed by an Investment's prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that the Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Company, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that the Company will not effect any sale, transfer or disposition of Investment(s) held in the Custodian's name by any means other than the issuance of an Written Instructions by the Company to the Custodian; (v) acknowledges that collective investment schemes (and/or their agent(s)) in which a Fund invests may pay to the Custodian certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of the Fund's investments in such schemes; (vi) represents, warrants and covenants that the Company will make reasonable efforts to provide the Custodian with such information as is necessary or appropriate to enable Custodian's performance pursuant to an Instruction or under this Agreement; and (vii) represents that unless otherwise disclosed to the Custodian in writing, that the Fund is not a "Plan" (which term includes (1) employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Code"), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include "plan assets" of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the "plan assets" of, a Plan.

3. Representations and Warranties of the Custodian .

3.1 The Custodian hereby represents and warrants that (a) it is a national bank duly organized under the laws of the United States of America; (b) it has the requisite power and authority to carry on its business in the United States of America; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; and (d) this Agreement has been duly executed by the Custodian and to the best of the Custodian's knowledge will not violate or be in material conflict with any Applicable Law or any agreement, instrument judgment order or decree which the Custodian is a party or to which it is bound.

4. Instructions .

4.1 Authorized Persons . The Custodian may treat any two Authorized Persons as having full authority of the Company to issue Instructions hereunder. The Custodian shall be entitled to rely upon the authority of any Authorized Persons until it receives appropriate written notice from the Company to the contrary.

4.2 Form of Instruction . Each Instruction, other than Oral Instructions, shall be transmitted by such secured or authenticated electro-mechanical means as the Custodian shall make available to the Company from time to time unless the Company shall elect to transmit such Written Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this Section.

4.2.1 Written Instructions . Written Instructions may be transmitted in a writing that bears the manual or electronic signature of Authorized Persons.

4.2.2 Custodian Designated Secured-Transmission Method . Written Instructions may be transmitted through a secured or tested electro-mechanical means identified by the Company or by an Authorized Person entitled to give Instruction and acknowledged and accepted by the Custodian and/or its Sub-custodian(s), it being understood that such acknowledgment shall authorize the Custodian to accept such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the means utilized by the Authorized Person.

4.2.3 Other Forms of Instruction . Instructions may also be transmitted by another means determined by the Company or Authorized Persons and acknowledged and accepted by the Custodian and/or its Sub-custodian(s) (subject to the same limits as to acknowledgements as are contained in Subsection 4.2.2, above) including Oral Instructions, and Instructions by SWIFT or telefax (whether tested or untested).

When an Instruction is given by means established under Subsections 4.2.1 through 4.2.3, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but the Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances. If Oral Instructions are transmitted to and received by the Custodian from an Authorized Person, the Custodian may act on any such instructions which it reasonably and in good faith believes is such an Authorized Person. Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto. The Custodian shall seek confirmation of Oral Instructions by Written Instructions not later than the Business Day immediately following receipt of such Oral Instructions in the manner set forth herein, provided, however, the Company agrees that the failure of the Custodian to receive such confirming Instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Company. The Company agrees that the Custodian shall incur no liability to the Company for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions. With respect to telefax Instructions, the parties agree and acknowledge that receipt of legible Instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax Instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reliance on inaccurately stated, illegible or unauthorized telefax instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to funds transfers performed in accordance with Instructions.

4.3 Completeness and Contents of Instructions . The Authorized Persons shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing in Investments and upon any delivery and transfer of any Investment or moneys, the Authorized Persons initiating the Instruction shall give the Custodian an Instruction with appropriate detail. If the Custodian determines that an Instruction is either unclear or incomplete, the Custodian shall give immediate notice of such determination to the Company, and the Company shall thereupon amend or otherwise reform the Instruction. In such event, the Custodian shall have no obligation to take any action in response to the Instruction initially delivered until the redelivery of an amended or reformed Instruction.

4.4 Timeliness of Instructions . In giving an Instruction, the Company shall take into consideration delays which may occur due to the involvement of a Sub-custodian or agent, differences in time zones, and other factors particular to a given market, exchange or issuer. When the Custodian has established specific timing requirements or deadlines with respect to particular classes of Instruction, or when an Instruction is received by the Custodian at such a time that it could not reasonably be expected to have acted on such Instruction due to time zone differences or other factors beyond its reasonable control, the execution of any Instruction received by the Custodian after such deadline or at such time (including any modification or revocation of a previous Instruction) shall be at the risk of the Company.

5. Purchase and Sale of Investments

5.1 Delivery of Investments . During the term of this Agreement, the Company will deliver or cause to be delivered to the Custodian all Investments to be held by the Custodian for the account of any Fund. The Custodian will not have any duties or responsibilities with respect to such Investments until actually received by the Custodian. The Custodian is hereby authorized by the Company, acting on behalf of a Fund, to actually deposit any assets of the Fund in the Book‑Entry System or in a Securities Depository, provided, however, that the Custodian shall be accountable to the Company for the assets of the Fund so deposited. Assets deposited in the Book‑Entry System or the Security Depository will be represented in accounts which include only assets held by the Custodian for customers, including but not limited to accounts in which the Custodian acts in a fiduciary or representative capacity. As and when received, the Custodian shall deposit to the account(s) of a Fund any and all payments for shares of that Fund issued or sold from time to time as they are received from the Fund's agent or from the Fund itself. The Custodian shall not be responsible for any Securities, moneys or other assets of any Fund until actually received.

5.1.1 Purchase of Investments . Within a commercially reasonable time after each purchase of Investments by a Fund, the Company shall deliver to the Custodian (i) with respect to each purchase of Investments which are not Money Market Securities, Written Instructions, and (ii) with respect to each purchase of Money Market Securities, Oral or Written Instructions, specifying with respect to each such purchase the:

(a) Name of the issuer and the title of the securities;

(b)	Number of shares, principal amount purchased (and accrued interest, if any) or other units purchased;

(i) Date of purchase and settlement;

(ii) Purchase price per unit;

(iii) Total amount payable;

(iv)	Name of the person from whom, or the broker through which, the purchase was made;

(v) Name of the person to whom such amount is payable; and

(vi) Name of the Fund for which the purchase was made.

The Custodian shall, against receipt of Investments purchased by or for the Fund, pay out of the moneys held for the account of such Fund the total amount specified in the 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 Investments for a Fund, if in the relevant Fund custody account there is insufficient cash available to the Fund for which such purchase was made. With respect to any repurchase agreement transaction for the Funds, the Custodian shall assure that the collateral reflected on the transaction advice is received by the Custodian.

5.2 Sale of Investments . Within a commercially reasonable time after each sale of Investments by a Fund, the Company shall deliver to the Custodian (i) with respect to each sale of Investments which are not Money Market Securities, Written Instructions, and (ii) with respect to each sale of Money Market Securities, Oral or Written Instructions, specifying with respect to each such sale the:

Name of the issuer and the title of the Investments;

Number of shares, principal amount sold (and accrued interest, if any) or other units sold;

Date of sale and settlement;

Sale price per unit;

Total amount receivable;

Name of the person to whom, or the broker through which, the sale was made;

Name of the person to whom such Investments are to be delivered; and

Name of the Fund for which the sale was made.

The Custodian shall deliver the Investments against receipt of the total amount specified in the Instructions.

5.3 Delivery Versus Payment for Purchases and Sales . Purchases and sales of Investments effected by Custodian will be settled on a delivery versus payment basis in accordance with generally accepted trade practices, or the terms of the instrument representing such Investment. The Custodian shall settle a purchase or sale transaction in some other manner, but only upon receipt of Written Instructions specifically noting that settlement is to be made on a basis other than delivery versus payment.

5.4 Payment on Settlement Date . On contractual settlement date, the account of the Fund will be charged for all purchased Investments settling on that day, regardless of whether or not delivery is made. Likewise, on contractual settlement date, proceeds from the sale of Investments settling that day will be credited to the account of Fund, irrespective of delivery. Exceptions to contractual settlement on purchases and sales, that will continue to settle delivery versus payment, include real estate, venture capital, international trades, open-ended mutual funds, interest in unregistered funds or other unregistered collective investment vehicles, non standard depository settlements and in-kind trades.

5.5 Segregated Accounts . The Custodian shall, upon receipt of Written Instructions so directing it, establish and maintain a segregated account or accounts for and on behalf of a Fund. Cash, Investments, or other assets may be transferred into such account or accounts for specific purposes, to‑wit:

In accordance with the provision of any agreement among the Company, the Custodian, and a broker‑dealer registered under the 1934 Act, and also a member of the 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, the Commodity Futures Trading Commission, any registered contract market, or any similar organization or organizations requiring escrow or other similar arrangements in connection with transactions by the Fund;

For purposes of segregating cash or Investments in connection with options purchased, sold, or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund;

For the purpose of compliance by the Fund with the procedures required for reverse repurchase agreements, firm commitment agreements, standby commitment agreements, short sales, or any other securities by 1940 Act Release No. 10666, or any subsequent release or releases or rule of the SEC relating to the maintenance of segregated accounts by registered investment companies;

For the purpose of segregating collateral for loans of Investments made by the Fund; and

For any other proper purpose, but only upon receipt of Instructions setting forth the purpose of such segregated account.

Each segregated account established hereunder shall be established and maintained for a single Fund only. All Instructions relating to a segregated account shall specify the Fund involved.

5.6 Advances for Settlement . Except as otherwise may be agreed upon by the parties hereto, the Custodian shall not be required to comply with any Instructions to settle the purchase of any Investments on behalf of a Fund unless there is sufficient cash in the account(s) pertaining to such Fund at the time or to settle the sale of any Investments from such an account(s) unless such Instructions specify that such Investments are to be received delivered in free of payment. Notwithstanding the foregoing, if the purchase price of such Investments exceeds the amount of cash in the account(s) at the time of such purchase, the Custodian may, upon Instruction by the Company, advance the amount of the difference in order to settle the purchase of such Investments. The amount of any such advance shall be deemed a loan from the Custodian to the Fund payable on demand and bearing interest accruing from the date such loan is made up to but not including the date such loan is repaid at the rate per annum customarily charged by the Custodian on similar loans, provided such rate shall not exceed 3.00%.

5.7 Safekeeping of Fund Assets . The Custodian shall not be responsible for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its Sub-custodians, or, (b) pre-existing faults or defects in Investments that are delivered to the Custodian or its Sub-custodians. The Custodian shall hold Investments for the account of the Fund and shall segregate Investments from assets belonging to the Custodian and shall cause its Sub-custodians to segregate Investments from assets belonging to the Sub-custodian in an account held for the Fund or in an account maintained by the Sub-custodian generally for non-proprietary assets of the Custodian. In the event of a loss of a Security for which loss the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Security, or in the event that such replacement cannot be effected, the Custodian shall pay to the Fund (i) the fair market value of such Investment based on the last available price as of the close of business in the relevant market if such Investment is a level 1 asset on the date that a claim was first made to the Custodian with respect to such loss, or (ii) an amount equal to the Fund's most recent valuation if such Investment is a level 2 or level 3 asset, in each case under accounting principles generally accepted in the United States as determined by the Fund, provided such valuation is not greater than the amount contained in the most recent financial statements of the Fund audited by an independent registered public accounting firm.

6. Administrative Duties Custodian .

6.1 Duties . Custodian shall perform the following administrative duties with respect to and in connection with Investments of the Fund.

6.1.1 Segregation of Non‑Cash Assets; Use of Securities Depositories . All Investments and other assets held by the Custodian for the account of a Fund (other than Investments maintained in a Securities Depository or Book‑entry System) shall be physically segregated from other Investments and other assets in the possession of the Custodian (including the Investments and other assets of the other Funds) and shall be identified as subject to this Agreement. The Custodian may deposit and maintain Investments in any Securities Depository, either directly or through one or more Sub-custodians appointed by the Custodian. Investments held in a Securities Depository shall be held (a) subject to the agreement, rules, statement of terms and conditions or other document or conditions effective between the Securities Depository and the Custodian or the Sub-custodian, as the case may be, and (b) in an account for the Fund or in bulk segregation in an account maintained for the non-proprietary assets of the entity holding such Investments in the Securities Depository. If market practice or the rules and regulations of the Securities Depository prevent the Custodian, the Sub-custodian (or any agent of either) from holding its client assets in such a separate account, the Custodian, the Sub-custodian or other agent shall as appropriate segregate such Investments for the benefit of the Fund from all other assets held by the Custodian.

6.1.2 Securities in Bearer and Registered Form . All Investments held which are issued or issuable only in bearer form, shall be held by the Custodian in that form; all other Investments held for a Fund may be registered in the name of the Custodian, any Sub‑custodian appointed in accordance with this Agreement, or the nominee of any of them. The Company agrees to furnish to the Custodian appropriate instruments to enable the Custodian to hold, or deliver in proper form for transfer, any Investments that it may hold for the account of any Fund and which may, from time to time, be registered in the name of a Fund. Investments which are certificated may be held in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of a Sub-custodian or agent of the Custodian or a Sub-custodian; or (c) in an account maintained by the Custodian, Sub-custodian or agent at a Securities Depository, all in accordance with customary market practice in the jurisdiction in which any Investments are held. Investments which are registered may be registered in the name of the Custodian, a Sub-custodian, or in the name of the Fund or a nominee for any of the foregoing, and may be held in any manner set forth in this Section 6 with or without any identification of fiduciary capacity in such registration. Investments which are represented by book-entry may be so held in an account maintained by the Book-entry agent on behalf of the Custodian, a Sub-custodian, an Agent of the Custodian, or a Securities Depository.

6.1.3 Contractual Obligations and Similar Investments . From time to time, a Fund's assets may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository, or by Book-entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements, and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Written Instruction. The Custodian shall have no responsibility for agreements running to the Company as to which the Custodian is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the agreements and, in accordance with Written Instruction, to include such agreements in reports made to the Company.

6.1.4 Duties of Custodian as to Investments . Unless otherwise instructed by the Company, with respect to all Investments held for the Fund, the Custodian shall:

(a) Collect all income due and payable with respect to such Investments;

(b) Present for payment and collect amounts payable upon all Investments which may mature or be called, redeemed, or retired, or otherwise become payable;

(d) 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, including any foreign taxing authority, now or hereafter in effect.

6.1.5 Certain Actions Upon Written Instructions . Upon receipt of Written Instructions, the Custodian shall:

(a) Execute and deliver to such persons as may be designated in such Written Instructions proxies, consents, authorizations, and any other instruments whereby the authority of the Company as beneficial owner of any Investments may be exercised;

(b) Deliver any Investments in exchange for other Investments or cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation, or recapitalization of any corporation, or the exercise of any conversion privilege;

(c) Deliver any Investments to any protective committee, reorganization committee, or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization, or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts, or other instruments or documents as may be issued to it to evidence such delivery;

(d) Make such transfers or exchanges of the assets of any Fund and take such other steps as shall be stated in the Written Instructions to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger, consolidation, or recapitalization of a Fund; and

(e) Deliver any Investments held for any Fund to the depository agent for tender or other similar offers.

6.1.6 Custodian to Deliver Proxy Materials . The Custodian shall promptly deliver to the Company all notices, proxy materials, and proxy ballots pertaining to shareholder meetings related to Investments held by any Fund. The Custodian shall not vote or authorize the voting of any proxy ballots related to any Fund's Investments or give any consent, waiver, or approval with respect thereto unless so directed by Written Instructions. Notwithstanding the foregoing, a Fund may provide to the Custodian Written Instructions directing the delivery of some or all such notices, proxy materials, and proxy ballots to an agent and authorizing the vote of such proxy ballots and giving of consents, waivers, and approvals by such agent on behalf of the Fund.

6.1.7 Custodian to Deliver Tender Offer Information . The Custodian shall promptly deliver to the Company all information received by the Custodian and pertaining to Securities held by any Fund with respect to tender or exchange offers, calls for redemption or purchase, expiration of rights, or similar transactions. If the Company desires to take action with respect to any such transactions, the Company shall notify the Custodian at least one Business Day prior to the date on which the Custodian is to take such action, or such shorter period as may be reasonably practicable. The Company will, upon the Custodian's request, provide or cause to be provided to the Custodian all relevant information for any Investment which has unique put/option provisions at least five Business Days prior to the beginning date of the tender period.

6.1.8 Custodian to Deliver Security and Transaction Information . On each Business Day, the Custodian shall furnish the Company with a detailed statement of U.S. and foreign cash held for the Fund under this Agreement and with confirmations and a summary of all transfers to or from the account of the Fund and a detailed statement of other Investments held for the Fund under this Agreement. With respect to information provided by this section, it shall not be necessary for the Custodian to provide formal Notice as described below. It shall be sufficient to communicate by such means as shall be mutually agreeable to the Company and the Custodian.

6.2 Ownership Certificates and Disclosure of the Custodian's Interest . The Custodian is hereby authorized to execute on behalf of the Company ownership certificates, affidavits, or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains, or other payments by the Company with respect to Investments, or in connection with the sale, purchase, or ownership of Investments.

6.3 Distribution of Assets . The Company shall furnish to the Custodian Written Instructions setting forth the date of the declaration of any dividend or distribution in respect of shares of any Fund of the Company, the date of payment thereof, the record date as of which the Fund shareholders entitled to payment shall be determined, the amount payable per share to Fund shareholders of record as of that date, and the total amount to be paid by the Dividend and Transfer Agent on the payment date. On the payment date specified in the Written Instructions described above, the Custodian shall segregate such amounts from moneys held for the account of the Fund so that they are available for such payment.

6.3.1 Segregation of Redemption Proceeds . Upon receipt of Written Instructions so directing it, the Custodian shall segregate amounts necessary for the payment of redemption proceeds to be made by the Dividend and Transfer Agent from moneys held for the account of the Fund so that they are available for such payment.

6.3.2 Disbursements of Custodian . Upon receipt of a Written Instruction directing payment and setting forth the name and address of the person to whom such payment is to be made, the amount of such payment, the name of the Fund from which payment is to be made, and the purpose for which payment is to be made, the Custodian shall disburse amounts as and when directed from the assets of that Fund. The Custodian is authorized to rely on such directions and shall be under no obligation to inquire as to the propriety of such directions.

6.3.3 Payment of Custodian Fees . Upon receipt of Written Instructions directing payment, the Custodian shall disburse moneys from the assets of a Fund in payment of the Custodian's fees and expenses as provided in this Agreement.

6.3.4 Sufficient Funds for Payment . The Custodian shall not be under any obligation to pay out moneys to cover any of the foregoing payments if in the relevant Fund account there is insufficient cash available to the Fund for which such payment is to be made.

6.4 Other Dealings . The Custodian shall otherwise act as directed by Instruction, including without limitation specific instructions authorizing the free payments of moneys or the free delivery of Investments, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom the payment or delivery is made.

6.5 Nondiscretionary Details . The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments, except as otherwise directed by an Instruction.

7. Cash Accounts, Deposits, Money Movements, & Company Borrowings .

7.1 Cash Deposits . During the term of this Agreement, the Company will deliver or cause to be delivered to the Custodian all moneys to be held by the Custodian for the account of any Fund. Subject to the terms and conditions set forth in this Section 7, the Company hereby authorizes the Custodian to open and maintain, with itself or with Sub-custodians, cash accounts in U.S. dollars, in such other currencies as are the currencies of the countries in which the Company maintains Investments, or in such other currencies as the Company shall from time to time request by Written Instruction. Notwithstanding anything in this Agreement to contrary effect, each Fund shall be liable as principal for any overdrafts occurring in its cash accounts. Custodian shall be entitled to reverse any deposits made on a Fund's behalf where such deposits have been entered and moneys are not finally collected within Business Days 20 days of the making of such entry.

7.1.1 Types of Accounts . Cash accounts opened on the books of the Custodian (Principal Accounts) shall be opened in the name of a Fund, and if applicable, coupled with the name of such Fund. The Custodian shall hold all cash received by it in such Principal Accounts for the account of a Fund or such Fund in accordance with Rule 17f-3 under the 1940 Act. Each such Principal Account shall be a deposit obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability provisions contained in this Agreement. Cash accounts opened on the books of a Sub-custodian may be opened in the same manner as with the Custodian or in the name of the Sub-custodian or in the name of its Sub-custodian for its customers generally (Agency Accounts). Such Agency Accounts shall be deposit obligations of the Sub-custodian, and shall be treated as an Investment of a Fund. Accordingly, the Custodian shall be responsible for exercising reasonable care with respect to such Agency Accounts but shall not be liable for their value in the event of such Sub-custodian's bankruptcy or insolvency, or the Sub-Custodian otherwise fails to remit the cash in such Agency Account through no fault of the Custodian, except where the Custodian has acted with negligence or willful misconduct in the selection, administration, or oversight of such Sub-custodian.

7.1.2 Administrative Accounts . In connection with the services provided hereunder, the Custodian is hereby directed to open cash accounts on its books and records from time to time for the purposes of receiving subscriptions and/or processing redemptions on behalf of a Fund, and/or for the purposes of aggregating, netting and/or clearing transactions (including, without limitation foreign exchange, repurchase agreements, capital stock activity, expense payment) or other administrative purposes, each on behalf of a Fund. Each such account shall be subject to the terms and conditions of this Agreement and a Fund shall be liable for the satisfaction of its own obligations in connection with each such account.

7.2 Payments and Credits with Respect to the Cash Accounts . The Custodian shall make payments from or deposits to any of the cash accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to Investments, and otherwise in accordance with Instructions. The Custodian and its Sub-custodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency Account or any other Fund account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian or its Sub-custodian in the event such payment is not actually collected. Unless otherwise specifically agreed in writing by the Custodian or any Sub-custodian, all deposits shall be payable only at the branch of the Custodian or Sub-custodian where the deposit is made or carried.

7.3 Currency and Related Risks . A Fund bears risks of holding or transacting in any currency, including any mark to market exposure associated with a foreign exchange transaction undertaken with or through the Custodian. Neither the Custodian nor any Sub-custodian shall be liable for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the Custodian or any Sub-custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been affected by any such law, regulation or event. Without limiting the generality of the foregoing, neither the Custodian nor any Sub-custodian shall be required to repay any deposit made at a foreign branch of either the Custodian or any Sub-custodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 9 of this Agreement unless the Custodian or such Sub-custodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by a Fund shall be for the account of the Fund.

7.4 Foreign Exchange Transactions . The Custodian shall, subject to the terms of this Section 7.4, settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf and for the account of a Fund with such currency brokers or banking institutions, including Sub-custodians, as the Company may direct pursuant to Instructions. The obligations of the Custodian in respect of all foreign exchange transactions shall be contingent on the free, unencumbered transferability of the currency transacted on the actual settlement date of the transaction.

7.4.1 Third Party Foreign Exchange Transactions . The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Company on the same basis, if any, that it performs duties as agent for the Company with respect to any other of a Fund's investments. Accordingly, the Custodian shall only be responsible for delivering or receiving currency on behalf of a Fund in respect of such contracts pursuant to Written Instructions. The Custodian shall not be responsible for the failure of any counterparty in such agency transaction to perform its obligations thereunder. The Custodian (a) shall transmit cash and Written Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed pursuant hereto, (b) may make outgoing payments of cash in the form of U.S. dollars or foreign currency upon receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, (c) may, in connection with cash payments made to third party currency broker/dealers for settlement of a Fund's foreign exchange spot or forward transactions, foreign exchange swap transactions and similar foreign exchange transactions, process settlements using the banking facilities selected by the Custodian from time to time according to such banking facilities standard terms, and (d) shall hold all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions in safekeeping. The Company accepts full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options and understands that a Fund shall be responsible for any and all costs and interest charges which may be incurred by that Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange. Each Fund shall be responsible for any and all costs, expenses, charges or shortfalls which may be incurred as a result of any foreign exchange transaction performed in connection with any Advance or payment of any interest or dividend credited to the account of such Fund or the reversal thereof.

7.5 Delays . If no event of Force Majeure shall have occurred and be continuing and in the event that a delay shall have been caused by the negligence or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to the affected Fund: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Sub-custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out such Instructions to transfer cash which are not due to the Custodian's own negligence or willful misconduct.

7.6 Advances . With respect to any advances of cash made by the Custodian to or for the benefit of a Fund for any purpose which results in the Fund incurring an overdraft at the end of any Business Day, such advance shall be repayable promptly upon demand made by the Custodian at any time. The Custodian may, in its sole discretion, charge interest accruing from the date of such overdraft to but not including the date of such repayment at the rate per annum customarily charged by the Custodian on similar overdrafts, provided such rate shall not exceed 3.00%. In addition, the Custodian shall have an automatically perfected statutory security interest in any Investments purchased with any such unpaid Advance pursuant to Section 9-206 of the Uniform Commercial Code as in effect in the State of New York from time to time and that the Custodian may take any further actions that the Custodian may reasonably require to collect such unpaid Advance. In addition, for purposes hereof, deposits maintained in all Principal Accounts (whether or not denominated in U.S. dollars) shall collectively constitute a single and indivisible current account with respect to a Fund's obligations to the Custodian for any unpaid Advances, and balances in such Principal Accounts shall be available for satisfaction of a Fund's obligations under this Section 7. The Custodian shall further have a right of offset against the balances in any Agency Account maintained hereunder to the extent that the aggregate of all Principal Accounts is overdrawn.

7.7 Borrowings . In connection with certain borrowings by a Fund (including any borrowing by a Fund from the Custodian pursuant to a separate agreement), the Company will cause to be delivered to the Custodian by the lender requiring Securities or other assets as collateral for such borrowings (including the Custodian if the borrowing is from the Custodian), a notice or undertaking in the form currently employed by such lender setting forth the amount of collateral. The Company shall promptly deliver to the Custodian Written Instructions specifying with respect to each such borrowing: (a) the name of the lender, (b) the amount and terms of the borrowing, which may be set forth by incorporating by reference an attached promissory note duly endorsed by the Company, or a loan agreement, (c) the date, and time if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount to be borrowed by a Fund on the borrowing date, and (f) the description of the Securities or other assets securing the loan, including the name of the issuer, the title and the number of shares or other units or the principal amount. The Custodian shall deliver or segregate or otherwise identify on its books on the borrowing date specified in the Written Instructions the required collateral against the lender's delivery of the total loan amount then payable, provided that the same conforms to that which is described in the Written Instructions. The Custodian shall deliver or segregate or otherwise identify on its books, in the manner directed by the Company, such Securities or other assets as additional collateral, as may be specified in Written Instructions, to secure further any borrowing transaction. The Company shall cause all Securities and other assets released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it.

8. Domestic and Foreign Sub-custodians; Securities Depositories . Subject to the provisions hereinafter set forth in this Section 8, the Company hereby authorizes the Custodian to utilize Securities Depositories to act on behalf of the Fund(s) and to appoint from time to time (and at any time remove) and to utilize agents ("Agents") and sub-custodians ("Sub-custodians") to carry out some or all of the duties and obligations of the Custodian under this Agreement provided, however, that the appointment of such Agents and Sub-custodians shall not relieve the Custodian of its administrative obligations under this Agreement. The list of the Custodian's current Agents and Sub-custodians is attached hereto on Appendix C. With respect to Investments and cash held by a Sub-custodian, either directly or indirectly (including by a Securities Depository), notwithstanding any provisions of this Agreement to the contrary, payment for Securities purchased and delivery of Securities sold may be made prior to receipt of securities or payment, respectively, and securities or payment may be received in a form, in accordance with (a) governmental regulations, (b) rules of Securities Depositories and Clearing Corporations, (c) generally accepted trade practice in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms of Written Instructions. The Fund(s) shall reimburse the Custodian for all costs incurred by the Custodian in connection with opening accounts with any such Agents or Sub‑custodians. Upon request, the Custodian shall promptly forward to the Company any documents it receives from any Agent or Sub‑custodian appointed hereunder which may assist such Company's Board of Trustees to fulfill their responsibilities under Rule 17f‑5 under the 1940 Act.

8.1 Domestic Sub-custodians and Securities Depositories . The Custodian may deposit and/or maintain, either directly or through one or more Agents appointed by the Custodian, Investments of the Funds in any Securities Depository in the United States, including The Depository Trust Company, provided such Securities Depository meets applicable requirements of the Federal Reserve Bank or of the SEC. The Custodian may, at any time, appoint any 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 and the rules and regulations thereunder to act on behalf of the Funds as a Sub-custodian for purposes of holding Investments of the Funds in the United States.

8.2 Foreign Sub-custodians and Securities Depositories . Unless instructed otherwise by the Company, the Custodian may deposit and/or maintain non-U.S. Investments of the Funds in any non-U.S. Securities Depository provided such Securities Depository meets the requirements of an "eligible securities depository" under Rule 17f-7 promulgated under the 1940 Act, or any successor rule or regulation ("Rule 17f-7") or which by order of the SEC is exempted therefrom. Prior to the time that securities are placed with such depository, but subject to the provisions of Section 8.4 below, the Custodian shall have prepared or obtained from an Agent or Sub-custodian an assessment of the custody risks associated with maintaining assets with the Securities Depository and shall have established a system to monitor such risks on a continuing basis in accordance with Section 8.5. Additionally, the Custodian may, from time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Rule 17f-5 under the 1940 Act or which by order of the Securities and Exchange Commission is exempted therefrom, or (b) any 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 and the rules and regulations thereunder, to act on behalf of the Funds as a Sub-custodian for purposes of holding Investments of the Funds outside the United States. Such appointment shall be subject to the Custodian and the "eligible foreign custodian" entering into a Rule 17f-5 Delegation Schedule attached as Appendix E to this Agreement.

8.3 Review of Sub-custodians . From time to time, the Custodian may agree to perform certain reviews of Sub-custodians at the Company's request. In such event, the Custodian's duties and obligations with respect to this review will be performed in accordance with the terms of the Rule 17f-5 Delegation Schedule, attached as Appendix E, to this Agreement.

8.4 Approval of Foreign Sub-custodians . Unless and except to the extent that the Company has requested and the Custodian has accepted delegation of the appointment of Sub-custodians, the Custodian shall, prior to the appointment of any Sub-custodian for purposes of holding Investments of the Funds outside the United States, obtain written confirmation of the approval of the Company with respect to the identity of such Sub-custodian, such approval to be signed by an Authorized Person. A Written Instruction to open an account in a given country shall comprise authorization by the Company for the Custodian to hold assets in such country in accordance with the terms of this Agreement. The Sub-custodian shall not be required to make independent inquiry as to the authorization of the Company or its Fund to invest in such country.

8.5 Monitoring and Risk Assessment of Securities Depositories . Prior to the placement of any assets of the Funds with a non-U.S. Securities Depository, the Custodian: (a) shall provide to the Company an assessment of the custody risks associated with maintaining assets within such Securities Depository; and (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository on a continuing basis and to promptly notify the Company of any material changes in such risk. In performing its duties under this subsection, the Custodian shall use commercially reasonable care and may rely on such reasonable sources of information as may be available including but not limited to: (i) published ratings; (ii) information supplied by a Sub-custodian that is a participant in such Securities Depository; (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant foreign financial regulatory authority. It is acknowledged that information procured through some or all of these sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited under most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has performed its monitoring and assessment duties with commercially reasonable care. The risk assessment shall be provided to the Company by such means as the Custodian shall reasonably establish. Advices of material change in such assessment may be provided by the Custodian in the manner established as customary between the Company and the Custodian.

8.6 Responsibility for Sub-custodians . The Custodian shall be liable to the Company for any loss or damage to the Company caused by or resulting from the acts or omissions of any Sub-custodian to the extent that such acts or omissions would be deemed to be negligence, gross negligence or willful misconduct under the laws of the United States.

8.7 New Countries . The Company shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Sub-custodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a sub-custodial arrangement in accordance herewith. In the event the Custodian is unable to establish such arrangements prior to the time the Investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping Agent, and the use of such local safekeeping Agent shall be at the sole risk of the Company, and accordingly the Custodian shall be responsible to the Company for the actions of the Agent if and only to the extent the Custodian shall have recovered from the Agent for any damages caused the Company by the Agent.

9. Responsibility of the Custodian .

9.1 Limitations on Liability of the Custodian . Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its negligence or willful misconduct. The Company, on behalf of the Fund and only from assets of the Fund (or insurance purchased by the Company with respect to its liabilities on behalf of the Fund hereunder), shall defend, indemnify and hold harmless the Custodian and its directors, officers, employees and agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to the Company's duties hereunder, except such as may arise from the negligent action, negligent omission, willful misconduct or any breach of this Agreement by the Custodian, its directors, officers, employees or agents, provided, however, the Company shall not in any event be liable for any special, incidental, consequential, or punitive damages. The Custodian shall defend, indemnify and hold harmless the Company and its trustees, officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from actual losses, claims, damages, costs, expenses and liabilities asserted against, imposed upon or incurred by the Company resulting from any negligent action taken or omission or willful misconduct by the Custodian in accordance with the terms of this Agreement, or a material breach of any of the Custodian's duties as specifically set forth in this Agreement, except such as may arise from the negligent action, negligent omission or willful misconduct of the Company, its trustees, officers, employees, or agents, provided, further, however, that the Custodian shall not in any event be liable for any special, incidental, consequential, or punitive damages. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Company, with the Company's prior consent, at the expense of the Custodian, and shall be fully protected with respect to anything reasonably done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Company. The Custodian shall be liable to the Company for any proximate loss or damage resulting from the use of the Book‑Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub‑custodians, but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Company, on behalf of a Fund, of principal and of interest to the date of recovery on Investments incorrectly omitted from the Fund's account or penalties imposed on the Company, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects and the Indemnified Party agrees, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the reasonable expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The provisions of this Section 9.1 shall survive the termination of this Agreement.

9.2 Specific Actions Not Required by the Custodian . Without limiting the generality of the foregoing, the Custodian, acting in the capacity of custodian hereunder, shall, provided it is acting in good faith and without negligence or willful misconduct, be under no obligation to inquire into, and shall not be liable for:

The validity of the issue of any Securities purchased by or for the account of the Company, the legality of the purchase thereof, or the propriety of the amount paid therefor;

The legality of the sale of any Securities by or for the account of the Company, or the propriety of the amount for which the same are sold;

The legality of the issue or sale of any shares of any Fund, or the sufficiency of the amount to be received therefor;

The legality of the redemption of any shares of any Fund, or the propriety of the amount to be paid therefor;

The legality of the declaration or payment of any dividend by Company in respect of shares of any Fund;

The legality of any borrowing by Company or any Fund, using Securities as collateral;

Whether the Company is in compliance with the 1940 Act or the regulations thereunder; the provisions of the Company's declaration of trust, certificate of incorporation, by-laws, or other constitutive document; Applicable Law; or any directives by the trustees, directors or shareholders of the Company, or its investment objectives and policies as then in effect.

9.3 Limitations of Performance . The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss, claim, or damage in association with such failure to perform, for or in consequence of the following causes so long as the Custodian uses its best reasonable efforts to cure such event or occurrence as soon as reasonably practicable and the Custodian is acting in good faith and without willful misconduct:

9.3.1 Force Majeure . Any circumstance or event which is beyond the reasonable control of the Custodian, a Sub-custodian or any agent of the Custodian or a Sub-custodian and which adversely affects the performance by the Custodian of its obligations hereunder, by the Sub-custodian of its obligations under its sub-custody agreement or by any other agent of the Custodian or the Sub-custodian, including any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water or wind damage or explosion, (c) any computer, system or other equipment failure or malfunction or the malfunction or failure of any communications medium (excluding computer viruses), (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Country or Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Country or Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Country or Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian.

9.3.2 Country Risk . With respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such Investments are transacted and held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets.

9.3.3 Sovereign Risk . In respect of any jurisdiction, including the United States of America, where an Investment is acquired or held hereunder or under a sub-custody agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any Governmental Authority, (c) the confiscation, expropriation or nationalization of any Investment or cash deposit by any Governmental Authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting Investments or cash deposits, (f) any change in the Applicable Law, or (g) any other economic or political risk incurred or experienced.

9.3.4 Failure of Third Parties . The failure of any third party (excluding Sub-custodians) including: (a) any issuer of Investments or Book-entry Agent or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an investment adviser or other agent of the Company; or (d) failure of other third parties similarly beyond the control or choice of the Custodian.

9.3.5 Information Sources . Reliance by the Custodian upon or inaccuracies in information received from issuers of Investments or agents of such issuers, information received from the Sub-custodians and from other commercially reasonable sources provided that the Custodian has relied upon such information in good faith, or for the failure of any commercially reasonable information provider.

9.3.6 Reliance on Instruction . Action by the Custodian or the Sub-custodian in accordance with an Instruction.

9.3.7 Restricted Securities . The limitations inherent in the rights, transferability or similar investment characteristics of a given Investment.

9.4 No Duty to Collect Amounts Due From Dividend and Transfer Agent . The Custodian shall not be under any duty or obligation to take action to effect collection of any amount due to a Fund from any Dividend and Transfer Agent nor to take any action to effect payment or distribution by any Dividend and Transfer Agent of any amount paid by the Custodian to any Dividend and Transfer Agent in accordance with this Agreement.

9.5 No Enforcement Actions . Notwithstanding anything to the contrary in this Agreement, the Custodian shall not be under any duty or obligation to take action, by legal means or otherwise, to effect collection of any amount, if the Investment upon which such amount is payable is/are in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by Written Instructions and (ii) it shall be assured to its satisfaction (including prepayment thereof) of reimbursement of its costs and expenses in connection with any such action.

9.6 No Duty to Supervise Investments . The Custodian shall not be under any duty or obligation to ascertain whether any Investments at any time delivered to or held by it for the account of a Fund are such as properly may be held by a Fund under the provisions of the Company's declaration of trust and the Company's By-laws.

9.7 Compensation of the Custodian . The Custodian shall be entitled to receive and the Company agrees to pay to the Custodian, for the Fund's account from the Fund's assets only, such compensation as shall be determined pursuant to Appendix D attached hereto, or as shall be determined pursuant to amendments to Appendix D as approved by the Custodian and the Company. The Custodian shall be entitled to charge against any money held by it for the accounts of the Fund the amount of any loss, damage, liability or expense, including counsel fees, for which it shall be entitled to reimbursement under the provisions of this Agreement as determined by agreement of the Custodian and the Company or by the final order of any court or arbitrator having jurisdiction and as to which all rights of appeal shall have expired. The expenses which the Custodian may charge against the account of a Fund include, but are not limited to, the reasonable out-of-pocket expenses of agents or the Sub‑custodians incurred in settling transactions involving the purchase and sale of Investments of the Fund, provided such expenses shall not exceed $25,000.

10. Reports and Records .

10.1 Provision of Records to Company . The Custodian shall:

10.1.1 Internal Accounting and Control Systems . Make available to the Company and shall send to the Company any report received on the systems of internal accounting control of the Custodian or its Agents or Sub-custodians as the Company may reasonably request from time to time, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally.

10.1.2 Books and Records Generally . Make available to the Company, its auditors, agents and employees, promptly upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to its obligations under this Agreement. Without limiting the generality of the foregoing, the Custodian shall set up and maintain proper books of account and complete records of all transactions in the accounts maintained by the Custodian hereunder in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 3la‑1 and 3la‑2 thereunder and preserve for the periods prescribed by applicable Federal statute or regulation all records required to be so preserved. Such records shall include, but not be limited to, (a) 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 (to be preserved permanently, the first two years in an easily accessible place); (b) ledgers (or other records) reflecting (i) securities in transfer, (ii) securities in physical possession, (iii) monies and securities borrowed and monies and securities loaned (together with a record of the collateral therefor and substitution of such collateral), (iv) dividends and interest received, and (v) dividends receivable and interest receivable (to be preserved permanently, the first two years in an easily accessible place); and (c) canceled checks and bank records related thereto (to be preserved for a period of at least six years from the end of the fiscal year in which the relevant transactions occurred, the first two years in an easily accessible place). All such books and records, together with indexes to and inventory lists of such books and records, shall be the property of the Company and shall be available, upon request, for inspection by duly authorized officers, employees or agents of the Company and employees of the SEC.

10.1.3 Assistance to the Company . Take all reasonable action, that the Company may from time to time request, to assist the Company in obtaining favorable opinions from the Company's independent accountants, with respect to the Custodian's activities hereunder, in connection with the preparation of the Fund's Form N‑1A, Form N-2, Form N‑SAR, Form N-CSR, and other reports to the SEC and the Board of Trustees.

10.2 RESERVED

10.3 No Management of Assets by the Custodian . With respect to the services performed pursuant to this Agreement, the Custodian performs only the services of a custodian and shall have no responsibility for the management, investment or reinvestment of the Securities or other assets from time to time owned by any Fund. The Custodian is not a selling agent for shares of any Fund and performance of its duties as custodian shall not be deemed to be a recommendation to any Fund's investors or others of shares of the Fund as an investment. With respect to the subject matter hereof, the Custodian shall have no duties or obligations whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

11. Miscellaneous .

11.1 Powers of Attorney, etc . The Company will seek to promptly execute and deliver, upon request, such proxies, powers of attorney or other instruments as may be necessary or desirable for the Custodian to provide, or to cause any Sub-custodian to provide, custody services under this Agreement.

11.2 Entire Agreement . This Agreement and the exhibits and/or other schedules attached hereto, including the Rule 17f-5 Delegation Schedule, constitutes the entire agreement between the Company and the Custodian with respect to the subject matter hereof and supersedes any other oral or written agreements heretofore in effect between the Company and the Custodian with respect to the subject matter hereof. No provision of this Agreement may be amended or terminated except by an instrument in writing signed by the party against which enforcement of the amendment or termination is sought, provided, however, that an Written Instruction shall, whether or not such Written Instruction shall constitute a waiver, amendment or modification for purposes hereof, be deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in accordance therewith.

11.3 Binding Effect; Assignment . This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Company or by the Custodian, and no attempted assignment by the Company or the Custodian shall be effective without the written consent of the other party hereto. Each party agrees that only the parties to this agreement and /or their successors in interest shall have a right to enforce the terms of this Agreement. Accordingly, no client of the Company or other third party shall have any rights under this Agreement and such rights are explicitly disclaimed by the parties.

11.4 GOVERNING LAW, JURISDICTION AND VENUE; JURY WAIVER . THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND EACH PARTY BY ITS EXECUTION OF THIS AGREEMENT IRREVOCABLY (I) SUBMITS TO SUCH JURISDICTION AND (II) CONSENTS TO THE SERVICE OF ANY PROCESS OR PLEADINGS BY FIRST CLASS U.S. MAIL, POSTAGE PREPAID AND RETURN RECEIPT REQUESTED, OR BY ANY OTHER MEANS FORM TIME TO TIME AUTHORIZED BY THE LAWS OF SUCH JURISDICTION. FURTHERMORE, EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11.5 Notices . Notices and other writings contemplated by this Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first class registered or certified mail, postage prepaid, return receipt requested, (c) by a nationally recognized overnight courier, delivery charge prepaid, or (d) by electronic or facsimile transmission which shall be deemed received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return e mail or other written acknowledgement). All such notices shall be addressed, as follows:

If to the Company:

Investment Company Complex

11 Hanover Square, 12 ^th Floor

Attn: Russell Kamerman

Telephone: 212-785-0900, Ext. 275

Facsimile 917-831-4627

Email: rkamerman@midasfunds.com

If to the Custodian:

The Huntington National Bank.

7 Easton Oval EA4E70

Columbus, OH 43219

Attn: Kevin Speert

Telephone: 614-331-9711

Facsimile 614-331-5845

Email: kevin.speert@huntington.com

or such other address as the Company or the Custodian may have designated in writing to the other. Such Notice shall be deemed received when delivered if by hand or by facsimile transmission, on the third business day after mailing if sent by registered or certified mail, and on the next business day if sent by overnight courier.

11.6 Headings . The headings of paragraphs in this Agreement are for convenience of reference only and shall not affect the meaning or construction of any provision of this Agreement.

11.7 Severability . In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

11.8 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but each such counterpart shall, together, constitute only one instrument. This Agreement shall become effective when one or more counterparts have been signed manually or electronically and delivered by the Company and the Custodian. A scanned, electronic, photocopy, or telefax of the signed signature page to the Agreement shall be acceptable evidence of the existence of the Agreement and the Custodian shall be protected in relying on such evidence.

11.9 Confidentiality . The parties hereto agree that each shall treat confidentially all information provided by each party to the other regarding its business and operations, including all information maintained or produced by, or otherwise in the possession of, the Custodian relating to the Company and the Funds. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any Sub-custodian, any regulatory authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law, provided the disclosing party provides prior written notice to the other party and seeks its prior written consent.

11.10 Telephone Recording . Each party hereto authorizes the other party to record any and all telephonic communications and Oral Instructions given to the Custodian by or on behalf of the Company, including from any Authorized Person. This authorization will remain in effect until and unless revoked by a party in writing. Each party, upon request from the other party, further agrees to solicit valid written or other consent from any of its employees with respect to telephone communications to the extent such consent is required by Applicable Law.

11.11 Custodian's Consent to Use of Its Name . The Company shall obtain the Custodian's written consent prior to the publication and/or dissemination or distribution, of advertising material (which for purposes herein excludes SEC and other filings, Prospectuses, Semi and Annual Reports, etc.) specifically mentioning the Custodian (other than merely by name, address, and services provided).

11.12 Termination . Either party hereto may terminate this Agreement for any reason by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than forty five (45) days after the date of giving of such notice. Notwithstanding the foregoing, the Custodian shall continue to serve as custodian of the Company until the Company designates a successor custodian. Upon the date set forth in such notice this Agreement shall terminate, and the Custodian, provided that it has received a notice of acceptance by the successor custodian designated by the Company, shall deliver, on that date, directly to the successor custodian all Securities and monies then owned by a Fund and held by it as Custodian and all books of account and complete records (and all indexes and inventory lists thereto) of all transactions in the accounts maintained by the Custodian pursuant to section 10.1.2 hereof. The Custodian shall use its best efforts to facilitate the transition to the successor custodian designated by the Company. Upon termination of this Agreement, the Company shall pay to the Custodian on behalf of the Company such compensation as may be due as of the date of such termination.

11.13 RESERVED .

11.14 Compliance Policies and Procedures . To assist the Company in complying with Rule 38a-1 of the 1940 Act, the Custodian shall provide the Company annually with the written report of an independent accountant engaged by the Custodian to conduct of an attestation examination with respect to the Custodian's internal controls over compliance which will report on the suitability of the design, at the end of a specified period, and the operating effectiveness, during the specified period, of the Custodian's controls in achieving compliance control objectives (i.e. a SOC 1 – System and Organization Controls for Service Organizations report) . The Custodian will upon request provide the Company with further information about the Custodian's compliance program in the form of responses to the Company's annual compliance review questionnaire, and otherwise as mutually agreed.

11.15 Data Privacy . The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard the Personal Information of the Company's shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder.

11.16 Limitation of Personal Liability . No recourse under any obligation of this Agreement or for any claim based thereon shall be had against any organizer, shareholder, officer, trustee, past, present or future as such, of the Company or of any predecessor or successor, either directly or through the Company or any such predecessor or successor, whether by virtue of any constitution, statute or rule of law or equity, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Agreement and the obligations thereunder are enforceable solely against the assets of the Company, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the organizers, shareholders, officers, or trustees of the Company or of any predecessor or successor, or any of them as such, because of the obligations contained in this Agreement or implied therefrom and that any and all such liability is hereby expressly waived and released by the Custodian as a condition of, and as a consideration for, the execution of this Agreement.

[Remainder of Page Intentionally Left Blank}

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.

EACH COMPANY (OR SERIES THEREOF) LISTED ON APPENDIX B, severally and not jointly By: /s/ Russell Kamerman Name: Russell Kamerman Title: General Counsel Date: June 1, 2018	CUSTODIAN THE HUNTINGTON NATIONAL BANK By: /s/ Kevin Speert Name: Kevin Speert Title: Vice President Date: June 4, 2018

APPENDIX A

Fund

	Authorized Persons	Specimen Signatures
Chairman, President, Chief Executive Officer, and Chief Legal Officer	Thomas B. Winmill
Chief Accounting Officer, Chief Financial Officer, Treasurer, and Vice President	Thomas O'Malley
Vice President	Mark C. Winmill
Chief Compliance Officer, Secretary, and General Counsel	Russell L. Kamerman
Assistant Chief Compliance Officer, Assistant Secretary, and Assistant General Counsel	Donald Klimoski II
Vice President	William M. Winmill
Heidi Keating	Heidi Keating

Transfer Agent/Fund Accountant

Employees: _________________ __________________________________

_________________ __________________________________

* Authority restricted; does not include: ______________________________________

APPENDIX B

COMPANIES AND FUNDS

Name of Company	Name of Fund/Series	State of Formation	Open-End/Closed-End Investment Company
Midas Series Trust	Midas Magic	Delaware	Open-End
Midas Series Trust	Midas Fund	Delaware	Open-End
Foxby Corp.	Foxby Corp.	Maryland	Closed-End
Dividend and Income Fund	Dividend and Income Fund	Delaware	Closed-End

APPENDIX C

Agents of the Custodian

The following agents are employed currently by The Huntington National Bank for securities processing and control.

The Depository Trust Company (New York)

7 Hanover Square

New York, NY 10004

The Federal Reserve Bank

Cleveland Branch

Brown Brothers Harriman & Co.

40 Water Street

Boston, Massachusetts 02109

(Sub-custodian for Foreign Investments and certain non‑DTC eligible Investments)

Appendix D
Huntington National Bank
Midas Funds Fee Schedule
Schedule of Fees

Transaction Fee :
DTC & Fed Eligible Items				$9.00/Transaction
Non-DTC & Fed Eligible Items				$22.00/Transaction
Mortgage Backed Securities & Private Placements				$20.00/Transaction
Mortgage Backed Securities & Private Placement Payments				$5.00/Payment
Options				$20.00/Transaction
Repurchase Agreements				$9.00/Transaction
Foreign Securities (depending on country)				$20-350.00/Transaction*

Administrative Domestic Fee
First $75 million of Market Value				1.25 Basis Points
On Next $75 million of Market Value				1.00 Basis Points
In Excess of $150 million of Market Value				0.75 Basis Points

Monthly Minimum Fee Per Fund Account				$250/Account

Wire Transfer Fee :
Outgoing Wires				$15.00/transaction

Physical Check Fee :
Physical Check				$5.00/check

Funds Transfer Fee :
To/From DDA & trust account(s)				No Charge

Internet Access :
Online access to trust account activity				No Charge

Reporting
Custom				$150/ hour

Statements
Standard				No Charge
Online				No Charge
Note : Other fees may be assessed for special handling and miscellaneous services.

APPENDIX E

Rule 17f-5 DELEGATION SCHEDULE

By its execution of this Delegation Schedule dated as of _____________, 2018, between THE HUNTINGTON NATIONAL BANK (the "Delegate"), a national bank organized under the laws of the United States, and the Company as listed on Appendix B of the Custody Agreement with respect to each Fund so listed (and collectively the "Funds"), the Company hereby appoints the Delegate as its delegate to perform certain functions with respect to the custody of the Funds' Assets outside the United States.

WHEREAS the Company has appointed the Delegate as custodian ("Custodian") of each Fund's Assets pursuant to the Custody Agreement between the Company and the Delegate dated _______________________;

WHEREAS a Fund may, from time to time, invest and maintain some or all of the Fund's Assets outside of the United States;

WHEREAS the Company a wishes to delegate to the Delegate certain functions with respect to the custody of Fund's Assets outside the United States;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Company and the Delegate agree as follows:

1. Maintenance of Fund's Assets Abroad . The Company, acting on behalf of the Funds', hereby instructs the Delegate pursuant to the terms of the Custody Agreement to place and maintain the Funds' Assets in countries outside the United States in accordance with Instructions received from the Company. Such instruction shall constitute an Instruction under the terms of the Custody Agreement. The Company acknowledges that (a) the Delegate shall perform services hereunder only with respect to the countries where it accepts delegation as foreign custody manager; (b) depending on conditions in the particular country, advance notice may be required before the Delegate shall be able to perform its duties hereunder in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances attendant to performance of duties in such country); and (c) nothing in this Delegation Schedule shall require the Delegate to provide delegated or custodial services in any country, and there may from time to time be countries as to which the Delegate determines it will not provide delegation services.

2. Delegation . Pursuant to the provisions of Rule 17f-5 under the 1940 Act, the Company on behalf of the Funds hereby delegates to the Delegate, and the Delegate hereby accepts such delegation and agrees to perform only those duties set forth in this Delegation Schedule concerning the safekeeping of the Funds' Assets in each of the countries as to which it acts as delegate. The Delegate is hereby authorized to take such actions on behalf of or in the name of the Company, on behalf of the Funds, as are reasonably required to discharge its duties under this Delegation Schedule, including, without limitation, to cause the Funds' Assets to be placed with a particular Eligible Foreign Custodian in accordance herewith. The Company confirms to the Delegate that the Company on behalf of the Funds has considered the Sovereign Risk and prevailing Country Risk as part of its continuing investment decision process, including such factors as may be reasonably related to the systemic risk of maintaining the Funds' Assets in a particular country, including, but not limited to, financial infrastructure, prevailing custody and settlement systems and practices (including the use of any Securities Depository in the context of information provided by the Delegate in the performance of its duties as required under Rule 17f-7 under the 1940 Act and the terms of the Custody Agreement governing such duties), and the laws relating to the safekeeping and recovery of the Funds' Assets held in custody pursuant to the terms of the Custody Agreement. Company acknowledges that the Delegate has appointed Brown Brothers Harriman & Co. as its sub-custodian and sub-foreign custody manager for purposes of carrying out some or all of the duties and obligations of the Delegate under this Delegation Schedule, provided however, that such appointment shall not relieve the Delegate of its obligations under this Delegation Schedule.

3. Selection of Eligible Foreign Custodian and Contract Administration . The Delegate shall perform the following duties with respect to the selection of Eligible Foreign Custodians and administration of certain contracts governing the Funds' foreign custodial arrangements:

(a) Selection of Eligible Foreign Custodian . The Delegate shall place and maintain the Funds' Assets with an Eligible Foreign Custodian, provided that the Delegate shall have determined that the Funds' Assets will be subject to reasonable care based on the standards applicable to custodians in the relevant market after considering factors relevant to the safekeeping of such assets including without limitation:

(i) The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the controls and procedures for dealing with any Securities Depository, the method of keeping custodial records, and the security and data protection practices;

(ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Funds' Assets;

(iii) The Eligible Foreign Custodian's general reputation and standing; and

(iv) Whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of such Eligible Foreign Custodian in the United States or such Eligible Foreign Custodian's appointment of an agent for service of process in the United States or consent to jurisdiction in the United States.

The Delegate shall be required to make the foregoing determination to the best of its knowledge and belief based only on information reasonably available to it.

(b) Contract Administration . The Delegate's foreign custody arrangements with an Eligible Foreign Custodian shall be governed by a written contract that the Delegate has determined will provide reasonable care for Fund assets based on the standards applicable to custodians in the relevant market. Each such contract shall, except as set forth in the last paragraph of this subsection (b), include provisions that provide:

(i) For indemnification or insurance arrangements (or any combination of the foregoing) such that the Funds will be adequately protected against the risk of loss of assets held in accordance with such contract;

(ii) That the Funds' Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors except a claim of payment for custody or administration;

(iii) That beneficial ownership of the Funds' Assets will be freely transferable without the payment of money or value other than the Delegate's charges for custody or administration;

(iv) That adequate records will be maintained identifying the Funds' Assets as belonging to the Funds or as being held by a third party for the benefit of the Funds;

(v) That the Funds' independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of such records; and

(vi) That the Delegate will receive sufficient and timely periodic reports with respect to the safekeeping of the Funds' Assets, including, but not limited to, notification of any transfer to or from the Funds' account or a third party account containing the Funds' Assets.

Such contract may contain, in lieu of any or all of the provisions specified in this Section 3(b), such other provisions that the Delegate determines will provide, in their entirety, the same or a greater level of care and protection for the Funds' Assets as the specified provisions, in their entirety.

(c) Limitation to Delegated Selection . Notwithstanding anything in this Delegation Schedule to the contrary, the duties under this Section 3 shall apply only to Eligible Foreign Custodians selected by the Delegate and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Section 7 of this Delegation Schedule.

4. Monitoring . The Delegate shall establish a system to monitor at reasonable intervals (but at least annually) the appropriateness of maintaining the Funds' Assets with each Eligible Foreign Custodian that has been selected by the Delegate pursuant to Section 3 of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of placement of the Funds' Assets in accordance with the criteria established under Section 3(a) of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of the contract governing the Funds' arrangements in accordance with the criteria established under Section 3(b) of this Delegation Schedule.

5. Reporting . At least annually and more frequently as mutually agreed between the parties, the Delegate shall provide to the Board written reports specifying placement of the Funds' Assets with each Eligible Foreign Custodian selected by the Delegate pursuant to Section 3 of this Delegation Schedule and shall promptly report on any material changes to such foreign custody arrangements. The Delegate will prepare such a report with respect to any Eligible Foreign Custodian that the Delegate has been instructed to use pursuant to Section 7 of this Delegation Schedule only to the extent specifically agreed with respect to the particular situation.

6. Withdrawal of Funds' Assets . If the Delegate determines that an arrangement with a specific Eligible Foreign Custodian selected by the Delegate under Section 3 of this Delegation Schedule no longer meets the requirements of said Section, the Delegate shall withdraw the Funds' Assets from the non-complying arrangement as soon as reasonably practicable; provided, however, that if in the reasonable judgment of the Delegate, such withdrawal would require liquidation of any of the Funds' Assets or would materially impair the liquidity, value or other investment characteristics of the Funds' Assets, it shall be the duty of the Delegate to provide information regarding the particular circumstances and to act only in accordance with Instructions of the Company with respect to such liquidation or other withdrawal.

7. Direction as to Eligible Foreign Custodian . Notwithstanding this Delegation Schedule, the Company may direct the Delegate to place and maintain the Funds' Assets with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which the Delegate will not provide delegation services. In such event, the Delegate shall be entitled to rely on any such instruction as an Instruction under the terms of the Custody Agreement and shall have no duties under this Delegation Schedule with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance.

8. Standard of Care . In carrying out its duties under this Delegation Schedule, the Delegate agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for safekeeping the Funds' Assets would exercise.

9. Representations . The Company hereby represents and warrants that it is organized within the United States as set forth in Appendix B of the Custody Agreement Company and that this Delegation Schedule has been duly authorized, executed and delivered by the Delegate and is a legal, valid and binding agreement of the Delegate. The Company hereby represents and warrants that this Delegation Schedule has been duly authorized, executed and delivered by the Company and is a legal, valid, and binding agreement of the Company.

10. Effectiveness; Termination . This Delegation Schedule shall be effective as of the date on which this Delegation Schedule shall have been accepted by the Delegate, as indicated by the date set forth below the Delegate's signature. This Delegation Schedule may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Such termination shall be effective on the 30th calendar day following the date on which the non-terminating party shall receive the foregoing notice. Notwithstanding the foregoing, this Delegation Schedule shall be deemed to have been terminated concurrently with the termination of the Custody Agreement.

11. Notices . Notices and other communications under this Delegation Schedule are to be made in accordance with the arrangements designated for such purpose under the Custody Agreement unless otherwise indicated in a writing referencing this Delegation Schedule and executed by both parties.

12. Definitions . Capitalized terms not otherwise defined in this Delegation Schedule have the following meanings:

a. Country Risk – shall have the meaning set forth in Section 9.3.2 of the Custody Agreement.

b. Eligible Foreign Custodian - shall have the meaning set forth in Rule 17f-5(a)(1) of the 1940 Act and shall also include a U.S. Bank.

c. Funds' Assets - shall mean any of the Funds' investments (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 the Funds' transactions in such investments.

d. Instructions - shall have the meaning set forth in the Custody Agreement.

e. Securities Depository - shall have the meaning set forth in Rule 17f-7 of the 1940 Act.

f. Sovereign Risk - shall have the meaning set forth in Section 9.3.3 of the Custody Agreement.

g . U.S. Bank - shall mean a bank which qualifies to serve as a custodian of assets of investment companies under Section 17(f) of the 1940 Act.

13. Governing Law and Jurisdiction . This Delegation Schedule shall be construed in accordance with the laws of the State of New York without reference to the conflict of law provisions thereof. The parties hereby submit to the exclusive jurisdiction of the Federal courts sitting in the State of New York or the state courts of such State.

14. Fees . Delegate shall perform its functions under this Delegation Schedule for the compensation determined under the Custody Agreement.

15. Integration . This Delegation Schedule sets forth all of the Delegate's duties with respect to the selection and monitoring of the Eligible Foreign Custodians, the administration of contracts with the Eligible Foreign Custodians, the withdrawal of assets from the Eligible Foreign Custodians and the issuance of reports in connection with such duties. The terms of the Custody Agreement shall apply generally as to matters not expressly covered in this Delegation Schedule, including dealings with the Eligible Foreign Custodians in the course of discharge of the Delegate's obligations under the Custody Agreement.

IN WITNESS WHEREOF , each of the parties hereto has caused this Delegation Schedule to be duly executed as of the date first above written.

The undersigned acknowledges that (I/we) have received a copy of this document.

_______________________________ THE HUNTINGTON NATIONAL BANK

By: __________________________________ By: /s/ Kevin Speert

Name: Name: Kevin Speert

Title: Title: Vice President

REVOLVING CREDIT AGREEMENT

between

MIDAS SERIES TRUST,

on behalf and for the benefit of each of its series

and

THE HUNTINGTON NATIONAL BANK

Dated as of June 18, 2018

TABLE OF CONTENTS

Section 1

Definitions.

1.1

Specific Definitions.

1.2

Accounting Terms.

1.3

Uniform Commercial Code Terms

1.4

Computation of Time Periods

1.5

Terms Generally.

Section 2

Loan and Term.

2.1

Revolving Credit Loans.

2.2

Promissory Note.

2.3

Repayment of Principal.

2.4

Payment of Interest

2.5

Term of Facility

2.6

Unused Fee

2.7

Accounting

2.8

Use of Proceeds

2.9

Increased Costs.

2.10

Taxes

2.11

Special Provisions Relating to the LIBO Rate.

Section 3

Representations and Warranties.

3.1

Organization and Qualification.

3.2

Due Authorization

3.3

Litigation

3.4

Margin Stock

3.5

Laws and Taxes

3.6

Financial Condition.

3.7

Representations in Exhibit 3.7

3.8

Borrowing Authority.

3.9

Accurate and Complete Statements

3.10

Patriot Act

3.11

OFAC

3.12

Anti-Terrorism Laws

Section 4

Financial Statements and Information.

4.1

Financial Statements

Section 5

Covenants

5.1

Existence; Merger

5.2

Pledge or Encumbrance of Assets

5.3

Business

5.4

Compliance with Law

5.5

Representations

5.6

Fees and Costs.

5.7

Fund Coverage Ratio.

5.8

Limitation on Indebtedness.

5.9

Limitation on Fundamental Changes

5.10

Anti-Terrorism Laws16

Section 6

Conditions Precedent.

6.1

Conditions to Initial Loan

6.2

Conditions to Each Loan.

Section 7

Events of Default and Remedies.

7.1

Events of Default

7.2

Remedies

7.3

Cumulative Remedies

7.4

Limit of Liability

7.5

Indemnification

Section 8

Miscellaneous Provisions.

8.1

Delays and Waiver

8.2

Waiver by the Borrower.

8.3

Complete Agreement.

8.4

Severability

8.5

Binding Effect

8.6

Notices.

8.7

Debtor-Creditor Relationship

8.8

Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.

8.9

Survival of Representations and Warranties.

8.10

Important Information About Procedures Required By The Patriot Act.

Exhibits

Exhibit 1.1 - Participating Funds

Exhibit 1.2 - Fund Borrowing Limits

Exhibit 1.3 - Specific Terms

Exhibit 2.1 - List of Authorized Representative

Exhibit 2.2 - Revolving Note

Exhibit 3.1 - Certificate of the Borrower

Exhibit 3.7 - Specific Representations

Appendices

Appendix A - Pledge and Security Agreement

Appendix B - Authorization Letter

REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT ("Agreement") is entered into as of the June 18, 2018, by and between MIDAS SERIES TRUST , a Delaware statutory trust (the "Borrower"), executing this Agreement on behalf and for the benefit of those investment series set forth on Exhibit 1.1, severally and not jointly, and THE HUNTINGTON NATIONAL BANK , a national banking association (the "Bank").

WHEREAS, the Borrower is an open-end or closed-end registered investment company under the Investment Company Act of 1940, as amended;

WHEREAS, the Borrower desires that the Bank make loans to the Borrower, for the benefit of each Fund and to make available a credit facility for the purposes and on the terms and conditions set forth herein; and

WHEREAS, the Bank acknowledges that the assets of a Fund shall be available only for the repayment of Loans made to the Borrower for the benefit of such Fund, and interest thereon, and for the fees and expenses associated therewith, and as otherwise set forth herein, and that notwithstanding anything to the contrary herein, none of the assets of any other Fund shall be available for the repayment of Loans made to the Borrower or other Obligations incurred by the Borrower for the benefit of such Fund.

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties to this Agreement agree as follows:

Section 1 Definitions.

1.1 Specific Definitions . The following definitions shall apply:

"Affiliate" shall mean as to any Person, any other Person (excluding any Foreign Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person. For purposes of this definition, a Person shall be deemed to be "controlled by" a Person if such Person possesses, directly or indirectly, power either (i) to vote twenty-five percent (25%) or more of the securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of such Person whether by control or otherwise.

"Annual Fee" has the meaning set forth on Exhibit 1.3 .

"Anti-Terrorism Laws" means those laws and sanctions relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act (Public Law 107-56), the Bank Secrecy Act (Public Law 91-508), the Trading with the Enemy Act (50 U.S.C. App. Section 1 et. seq.), the International Emergency Economic Powers Act (50 U.S.C. Section 1701 et. seq.), and the sanction regulations promulgated pursuant thereto by the Office of Foreign Assets Control, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957 (as any of the foregoing may from time to time be amended, renewed, extended or replaced).

"Authorization Letter" means the Authorization Letter(s) in the form attached as Appendix B hereto and incorporated herein by reference, as executed by the Borrower and the Investment Adviser from time to time on behalf of the Fund, including as such Authorization Letter may be amended, restated or otherwise modified from time to time, whereby the Borrower and the Investment Adviser authorize the Custodian to direct the making of Loans to the Borrower pursuant to this Agreement.

"Blocked Person" shall means any of the following: (a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; (c) a Person with which Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (d) a Person that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order No. 13224; (e) a Person that is named as a "specially designated national" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (f) a Person who is affiliated or associated with a Person listed above.

"Borrowing Date" has the meaning set forth in Section 2.1(b).

"Borrowing Limit," with respect to the Borrower and a particular Fund, means the maximum amount of borrowing that the Borrower is permitted to borrow for the benefit of such Fund pursuant to such Fund's Statement of Additional Information as a fundamental investment policy for purposes contemplated by this Agreement and as set forth on Exhibit 1.2 .

"Business Day" shall mean any day other than a Saturday, a Sunday , or other day on which Bank is authorized or required to be closed; and if the applicable Business Day relates to any Loan accruing interest based on the LIBO Rate, such day must also be a day for trading by and between banks in US dollar deposits in the London interbank market.

"Closing Date" means the date of the making of the Loan under this Agreement, or the date of any amendment to this Agreement to increase or decrease the Loan Amount, as provided in Section 2.5.

"Costs" shall have the meaning given that term in Section 5.6.

"Custodian" means The Huntington National Bank.

"Custody Agreement" means that certain Custodian Agreement by and between the Custodian and Borrower dated as of June 1, 2018, as it may be amended, restated or otherwise modified from time to time.

"Default" means any event that, with the giving of notice or the passage of time, or both, would be an Event of Default.

"Event of Default" has the meaning set forth in Section 7.1.

"Facility" has the meaning set forth in Section 2.1(a).

"Fund" means those series of the Borrower listed on Exhibit 1.1 , as such Exhibit may be amended from time to time.

"Governmental Authority" shall mean any foreign, federal, state, regional, local, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof, or any court.

"Insolvency Event" means, with respect to a Person, any of the following: a court enters a decree or order for relief in respect to such Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law then in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of such Person or for any substantial part of its property, or orders the wind-up or liquidation of its affairs; or a petition initiating an involuntary case under any such bankruptcy, insolvency or similar law is filed against such Person; or such Person commences a voluntary case under any applicable bankruptcy, insolvency or other similar law in effect, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as such debts become due, or takes corporate action in furtherance of any of the foregoing.

"Interest Rate" has the meaning set forth on Exhibit 1.3 .

"Investment Adviser" has the meaning set forth in Exhibit 1.3 .

"LIBO Rate" shall mean the rate obtained by dividing: (1) the actual or estimated per annum rate, or the arithmetic mean of the per annum rates, of interest for deposits in U.S. dollars in the London interbank market for the related LIBO Rate Interest Period, as determined by Bank in its discretion based upon reference to information which appears on page LIBOR01, captioned ICE Benchmark Administration Interest Settlement Rates, of the Reuters America Network, a service of Reuters America Inc. (or such other page that may replace that page on that service for the purpose of displaying London interbank offered rates; or, if such service ceases to be available or ceases to be used by Bank, such other reasonably comparable money rate service as Bank may select) or upon information obtained from any other reasonable procedure, as of two Business Days prior to the first day of a LIBO Rate Interest Period; by (2) an amount equal to one minus the stated maximum rate (expressed as a decimal), if any, of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) that is specified on the first day of each LIBO Rate Interest Period by the Board of Governors of the Federal Reserve System (or any successor agency thereto) for determining the maximum reserve requirement with respect to eurocurrency funding (currently referred to as "Eurocurrency liabilities" in Regulation D of such Board) maintained by a member bank of such System, or any other regulations of any governmental authority having jurisdiction with respect thereto as conclusively determined by Bank. Subject to any maximum or minimum interest rate limitation specified herein or by applicable law, any variable rate of interest on the obligation evidenced hereby shall change automatically, without notice to the Borrower, on the first day of each LIBO Rate Interest Period. Except for the first interest rate change, the interest rate change will not occur more often than each month. If the LIBO Rate becomes unavailable, Bank may designate a substitute index after notifying Borrower, as set forth in Section 2.11.

This Agreement expresses an initial interest rate and an initial index value to five (5) places to the right of the decimal point. This expression is done solely for convenience. The reference sources for the index used by Bank, as stated in this Agreement may actually quote the index on any given day to as many as five (5) places to the right of the decimal point. Therefore, the actual index value used to calculate the interest rate on and the amount of interest due under this Agreement will be to five (5) places to the right of the decimal point.

"LIBO Rate Interest Period" shall mean one (1) month(s), provided that: (1) if any LIBO Rate Interest Period would otherwise expire on a day which is not a Business Day, the LIBO Rate Interest Period shall be extended to the next succeeding Business Day (provided, however, that if such next succeeding Business Day occurs in the following calendar month, then the LIBO Rate Interest Period shall expire on the immediately preceding Business Day).

"Lien" means any security interest, mortgage, pledge, assignment, or voluntary or involuntary lien, charge or other encumbrance of any kind, including interests of vendors or lessors under conditional sale contracts or capital leases.

"Loan Amount" has the meaning set forth in Exhibit 1.3 .

"Loan Documents," means this Agreement, the Note, any guaranties, security agreements, collateral assignments, pledge agreements, including the Pledge and Security Agreement, account assignments, control agreements, letter of credit application and agreement or other reimbursement agreements, any subordination agreements, intercreditor agreements and any and all other agreements, instruments and documents, including powers of attorney, consents, and all other writings heretofore, now or hereafter executed by the Borrower or the Investment Adviser or delivered to Bank in connection with this Agreement

"Loan" and "Loans", collectively, shall have the meanings given those terms in Section 2.1(a).

"Maturity Date" has the meaning set forth on Exhibit 1.3

"Maximum Amount" has the meaning set forth on Exhibit 1.3 .

"Note" has the meaning set forth in Section 2.2(a).

"Obligation(s)" means all loans, advances, indebtedness and other obligations of Borrower owed to the Bank under this Agreement or any other Loan Document of every description whether now existing or hereafter arising and whether direct or indirect, primary or as guarantor or surety, absolute or contingent, liquidated or unliquidated, matured or unmatured, secured or unsecured, and all Costs incurred by the Bank (subject to the limitations set forth in Section 5.6).

"OFAC" means The Office of Foreign Assets Control of the U.S. Department of the Treasury .

"Person" shall mean any individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association, limited liability company, institution, public benefit corporation, joint venture, entity or governmental body.

"Permitted Liens" shall mean Liens to the Bank under this Agreement or in connection with the Bank's activities as a Fund's securities lending and custodial agent, Liens of governmental entities that secure amounts not at the time due and payable and that are imposed by law without the consent of the Borrower, and Liens in favor of a Fund's broker or other intermediary relating to short sales and other transactions permitted under a Fund's prospectus or Statement of Additional Information.

"Pledge Agreement," means that Pledge and Security Agreement by and between the Bank and Borrower in the form attached as Appendix A hereto, including as such Agreement may be amended, restated or otherwise modified from time to time.

"Requirement of Law" as to any Person shall mean the articles or certificate of incorporation and bylaws or other organizational or governing documents of such Person and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Sanctioned Entity" means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

"Sanctioned Person" means a person named on the list of Specially Designated Nationals maintained by OFAC.

"Subsidiary" means a corporation or other entity of whose shares of stock or other ownership interests having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, are owned, directly or indirectly, by the Borrower .

"Trust Custody Account," means each account of the Borrower established with the Custodian on behalf of a Fund pursuant to the Custody Agreement.

"Unused Fee" has the meaning set forth in Section 2.6.

1.2 Accounting Terms . All accounting terms not specifically defined herein shall be defined in accordance with Generally Accepted Accounting Principles as promulgated by the United States of America Financial Accounting Standards Board in the United States of America in effect from time to time ("GAAP"). All financial computations to be made under this Agreement, unless otherwise specifically provided herein, shall be construed in accordance with GAAP. Whenever the term "Borrower" is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis unless the context clearly requires otherwise.

1.3 Uniform Commercial Code Terms . All capitalized terms used herein with reference to the Collateral and defined in the Uniform Commercial Code as adopted in the State of Ohio from time to time shall have the meaning given therein unless otherwise defined herein. To the extent the definition of any category or type of Collateral is expanded by any amendment, modification or revision to the Uniform Commercial Code, such expanded definition will apply automatically as of the effective date of such amendment, modification or revision.

1.4 Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including ," the words "to" and "until" each means "to but excluding" and the word "through" means "through and including."

1.5 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein," "hereof" and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all real property, tangible and intangible assets and properties, including cash, securities, accounts and contract rights, and interests in any of the foregoing, and (f) any reference to a statute, rule or regulation is to that statute, rule or regulation as now enacted or as the same may from time to time be amended, re-enacted or expressly replaced.

Section 2 Loan and Term .

2.1 Revolving Credit Loans .

(a) Subject to the terms and conditions hereof, the Bank hereby extends to the Borrower a line of credit facility (the "Facility") under which the Bank may make loans to the Borrower for the benefit of a Fund during the term of this Agreement in such amounts as the Borrower may from time to time request (the "Loans" and each, a "Loan"), up to an aggregate principal amount equal to the Maximum Amount, provided, however, that the Bank will not make a Loan to the Borrower for the benefit of a Fund if, after giving effect to such Loan, (i) the aggregate principal amount of all Loans outstanding for the Fund would exceed the Maximum Amount or (ii) the aggregate principal amount of all Loans outstanding for the benefit of any Fund would exceed the Borrowing Limit with respect to such Fund. Borrower may borrow and reborrow hereunder, provided that the principal amount of all Loans outstanding at any one time to Borrower shall not exceed the Maximum Amount.

(b) The Borrower must give, or cause its Investment Adviser or its authorized agent, including without limitation the Custodian pursuant to the terms of the Authorization Letter, to give the Bank irrevocable written or telephonic notice of Borrower's intention to borrow under this Agreement by 2:00 p.m. Eastern time on the proposed Loan date ("Borrowing Date"). The Bank is authorized to make Loans based on the instructions received from any authorized representative of the Borrower, its Investment Adviser or authorized agent as listed on Exhibit 2.1 attached hereto, which list may be modified by the Borrower from time to time by written notice to the Bank. Provided that all conditions precedent to the making of any Loan as set forth in Section 6 have been satisfied, the Bank will make Loans by crediting the amount thereof to the appropriate demand deposit account at the Bank established by the Borrower for the Funds in accordance with Section 6.1(g) or such other account as the Bank and the Borrower may agree in writing. Each request for a Loan shall include the following:

(i) the proposed Borrowing Date;

(ii)	the Fund for whom the Borrower is requesting the Loan and the amount of such requested Loan; and

(iii)

a certification to the Bank, or other evidence satisfactory to the Bank, that, after giving effect to the requested Loan, (A) the aggregate principal amount of all Loans outstanding does not exceed the Maximum Amount and (B) the aggregate principal amount of all Loans outstanding for the benefit of the Fund for which the Loan has been requested does not exceed the Borrowing Limit for such Fund.

(c) Each written notice shall constitute a representation and warranty by the Borrower as of the date thereof that the conditions contained in Section 6 have been satisfied with respect to the Borrower.

(d) Notwithstanding anything in this Agreement to the contrary, the Bank may rely on telephonic instructions which it reasonably believes to be genuine. Telephonic requests shall be confirmed in writing or by other mutually acceptable electronic means no later than the Borrowing Date in a form satisfactory to the Bank. Borrower agrees to indemnify and hold the Bank harmless for any reasonable action taken in reliance upon such telephonic notice; provided that the Borrower shall not be liable for any such action, loss or expense to the extent such action, loss or expense results solely from the gross negligence or willful misconduct of the Bank.

2.2 Promissory Note .

(a) On or before the Closing Date, the Borrower shall duly issue and deliver to the Bank a Promissory Note in the form of Exhibit 2.2 hereto (the "Note"), payable to the Bank in the Maximum Amount.

(b) Notwithstanding anything to the contrary contained in this Agreement, the parties hereto acknowledge and agree that the sole source of payment of the obligations of the Borrower hereunder with respect to any Fund, including, without limitation, the principal of and interest on each Loan made hereunder for the benefit of any Fund and any other amounts attributable to the Loans made hereunder to the Borrower for the benefit of any Fund, shall be the revenues and assets of such Fund, and not the revenues and assets of any other Fund.

2.3 Repayment of Principal .

(a) Repayment of Principal . All outstanding principal and accrued interest with respect to a Loan, and any other fees and charges hereunder, shall be payable on the Maturity Date, or such earlier date on which a Loan becomes due and payable pursuant to Sections 2.3(b) and 7.

(b) Mandatory Prepayments . The Borrower agrees that if the aggregate principal amount of Loans outstanding exceeds the Maximum Amount at any time, such excess shall be immediately due and payable to the Bank. The Borrower further agrees that if the aggregate principal amount of Loans outstanding for the benefit of any Fund exceeds the Borrowing Limit with to respect to such Fund at any time, such excess shall be immediately due and payable to the Bank.

(c) Voluntary Prepayments . The Borrower may prepay a Loan and accrued interest in whole or in part without premium or penalty at any time prior to the Maturity Date; provided, however, that each prepayment shall be in an amount equal to, or greater than, $1,000.00 or, if less, the entire outstanding principal balance of such Loan, and shall be made with interest accrued thereon.

(d) Prepayment . The Borrower may repay principal and accrued interest on the Loans by directing the Custodian to apply cash held by the Custodian for a Fund, on the Borrower's behalf, to the repayment of such amounts. This Section 2.3(d) shall in no way limit the obligation of Borrower to pay the Loans nor shall the sources of funds from which the Borrower may repay the Loans be limited to the Trust Custody Accounts of the Fund for which the Loans were made.

2.4 Payment of Interest . Interest will accrue on the balance owing under each outstanding Loan until repaid in full at a variable Interest Rate per annum, which shall change in the manner provided in this Agreement. Interest on the unpaid principal balance of each outstanding Loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Any reference in this Agreement to a "per annum" rate shall be based on a year of 360 days. Interest due on an outstanding Loan shall be payable monthly in arrears on the thirtieth (30 ^th ) day of each consecutive calendar month for the month just ended, with the first such payment due on the First Payment Date, as specified on Exhibit 1.3 . If the due date of any payment under a Note shall be a day that is not a Business Day, the due date will be extended to the next succeeding Business Day. Those amounts, if not timely paid, shall thereupon constitute Obligations hereunder and shall thereafter accrue interest as provided in this Agreement. If not sooner paid, the outstanding principal balance of the Revolving Loan shall be due and payable in full on the Maturity Date. Upon and during the continuance of an Event of Default, the Loans shall bear interest at a rate of three percent (3%) above the Interest Rate then in effect; this provision does not constitute a waiver of any Event of Default or an agreement by the Bank to permit any late payments whatsoever.

2.5 Term of Facility . Except as otherwise provided in this Section 2.5, with respect to a Fund, the term of the Facility shall expire on the Maturity Date, and the entire outstanding principal balance of the Loans and all accrued interest and other charges, with respect to such Fund, shall become due and payable not later than that date in the event that any principal or accrued interest and other charges have not been previously repaid. The Maturity Date may be extended for successive 364 day terms upon (a) the Bank's executive committee (or similar committee established from time to time) approving an extension of the Facility, (b) the Bank giving written notice of such extension to Borrower prior to the end of the current or extended term, (c) the payment of the Annual Fee, and (d) the execution of a Note; provided, however, that the Borrower may elect not to renew the Facility by giving written notice to the Bank no less than sixty (60) days prior to the end of the current or extended term; provided further; however, that the Borrower may terminate this Agreement at any time for any reason without premium or penalty on thirty (30) days' notice. This Facility shall automatically terminate upon the termination of the Custody Agreement, except upon the simultaneous execution by the Bank and Borrower of a substantially identical custody agreement in replacement thereof. Until all Obligations have been fully repaid and this Agreement has terminated, the Bank shall retain its security interest in all Collateral, then existing or arising thereafter, pledged to the Bank pursuant to the Pledge Agreement. The Bank will follow Borrower's instructions in transitioning to a new line of credit provider.

2.6 Unused Fee . In addition to interest on each Loan, the Borrower shall pay to the Bank an Unused Fee for each partial or full calendar quarter during which the Facility is outstanding equal to the amount set forth on Exhibit 1.3 . Unused Fees for each calendar quarter shall be due and payable within thirty (30) days following the submission by the Bank or its administrative agent of a statement to the Borrower of the amount due. Such fees may be debited when due from any account of the Borrower carried with the Bank without further authority. Whenever any payment of the unused fee is due on a day which is not a Business Day, the date for payment thereof shall be extended to the next Business Day. It is expressly understood that the unused fee herein described shall not be refundable under any circumstances.

2.7 Accounting . After the end of each calendar month, the Bank will render to the Borrower a statement of the Borrower's loan account with the Bank hereunder, which statement shall be considered correct and to have been accepted by the Borrower and shall be conclusively binding upon Borrower unless the Borrower notifies the Bank in writing of any discrepancy within ten (10) Business Days from the mailing of such statement. Such monthly statement shall reflect all Loans incurred by the Borrower for the benefit of any Fund under the Facility during the calendar month to which such statement relates.

2.8 Use of Proceeds . The Borrower shall cause each Fund to use the proceeds of the Loans made to the Borrower for the benefit of such Fund for any purposes permitted under such Fund's then current prospectus and Statement of Additional Information.

2.9 Increased Costs .

(a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by the Bank with any request or directive (whether or not having the force of law) from any Governmental Authority made subsequent to a Borrowing Date shall subject the Bank to any tax of any kind whatsoever with respect to this Agreement, the Note or any Loan made by it, or change the basis of taxation of payments to the Bank in respect thereof and the result is to increase the cost to the Bank, by an amount which Bank deems to be material, of making or maintaining the Loans, or to reduce any amount receivable hereunder in respect thereof, then the Borrower shall promptly pay the Bank, upon its demand, any additional amounts necessary to compensate the Bank for such increased cost or reduced amount receivable.

(b) If the Bank shall have determined that the adoption of, or any change in, any Requirement of Law regarding capital adequacy or in the interpretation or application thereof, or compliance by the Bank or any corporation controlling Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to a Borrowing Date shall have the effect of reducing the rate of return on Bank's or such corporation's capital as a consequence of its obligations hereunder to a level below that which the Bank or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Bank's or such corporation's policies with respect to capital adequacy) by an amount deemed by Bank to be material, then from time to time, after submission by Bank to the Borrower of a written request therefor, the Borrower shall pay to Bank such additional amount or amounts as will compensate Bank for such reduction.

(c) If, due to (i) the introduction of or any change in or in the interpretation of any law or regulation, (ii) the compliance with any guideline or request from any central bank or other public authority (whether or not having the force of law), or (iii) the failure of the Borrower to pay any amount when required by the terms of this Agreement, there shall be any loss or increase in the cost to the Bank of accruing interest on the Obligation based upon the LIBO Rate, then the Borrower agrees that the Borrower shall, from time to time, upon demand by the Bank, pay to the Bank additional amounts sufficient to compensate the Bank for such loss or increased cost. A certificate as to the amount of such loss or increase cost, submitted to the Borrower by the Bank, shall be conclusive evidence, absent manifest error, of the correctness of such amount.

(d) A certificate as to any amounts of such loss or increase cost, submitted by the Bank to the Borrower shall be conclusive, in the absence of manifest error, of the correctness of such amount.

2.10 Taxes . All payments made by the Borrower under this Agreement and the Note shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (im-posed in lieu of net income taxes). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to Bank hereunder or under the Note, such amounts shall be increased to the extent necessary to yield to Bank (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the Note. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to Bank a certi-fied copy of an original official receipt received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to Bank the required receipts or other required documentary evidence, the Borrower shall indemnify Bank for any incremental taxes, interest or penalties that may become payable by Bank as a result of any such failure.

2.11 Special Provisions Relating to the LIBO Rate .

(a) In the event that Bank reasonably determines that by reason of (i) any change arising after the date of this Agreement affecting the interbank euro currency market or affecting the position of the Bank with respect to such market, adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the LIBO Rate then being determined is to be fixed, (ii) any change arising after the date of this Agreement in any applicable law or governmental rule, regulation or order (or any interpretation thereof, including the introduction of any new law or governmental rule, regulation or order), or (iii) any other circumstance affecting the Bank or the interbank euro currency market (such as, but not limited to, official reserve requirements required by Regulation D of the Board of Governors of the Federal Reserve System), the LIBO Rate plus the applicable spread shall not represent the effective pricing to the Bank of accruing interest hereunder based upon the LIBO Rate, then, and in any such event, the accruing of interest hereunder based upon the LIBO Rate shall be suspended until Bank shall notify the Borrower that the circumstances causing such suspension no longer exist. In such case, beginning on the date of such suspension, interest shall accrue hereunder at a variable rate of interest per annum that is economically equivalent to the Interest Rate set forth on Exhibit 1.3 "Alternate Rate"), which shall be determined by the mutual agreement of the parties to this Agreement and which shall change in the manner set forth below.

(b) In the event that on any date Bank shall have reasonably determined that accruing interest hereunder based upon the LIBO Rate has become unlawful by compliance by Bank in good faith with any law, governmental rule, regulation or order, then, and in any such event, Bank shall promptly give notice thereof to the Borrower. In such case, when required by law, interest shall accrue hereunder at the Alternate Rate, which shall change in the manner set forth below. Notwithstanding the preceding sentence, if the circumstances of the first sentence of this paragraph occur and the Borrower has the ability to request advances hereunder based on interest rates other than the LIBO Rate, then the Borrower shall repay any advances based on the LIBO Rate with advances under one of the other rates available to the Borrower hereunder. Subject to any maximum or minimum interest rate limitation specified herein or by applicable law, any variable rate of interest on the Obligation evidenced hereby based upon the Alternate Rate shall change automatically without notice to the Borrower immediately with each change in the Alternate Rate. If during any period of time while interest is accruing based upon the Alternate Rate, the Obligation evidenced by any Note is not paid at maturity, whether maturity occurs by lapse of time, demand, acceleration or otherwise, the unpaid principal balance and any unpaid interest thereon shall, thereafter until paid, bear interest at a rate equal to three percentage points (3%) in excess of the rate indicated in the immediately preceding two paragraphs.

Section 3 Representations and Warranties . The Borrower hereby warrants and represents to Bank the following:

3.1 Organization and Qualification . The Borrower is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the power and authority to carry on its business and to enter into and perform its obligations under this Agreement, the Note, the Pledge Agreements and the Authorization Letter and is duly qualified and authorized to do business in each jurisdiction in which such qualification is required. All information set forth in Exhibit 3.1 hereto, the Certificate of the Borrower, and in all attachments thereto, is true and correct.

3.2 Due Authorization . The execution and delivery of, and the performance by the Borrower of its obligations under this Agreement, the Note, the Pledge Agreement and the Authorization Letter have been duly authorized and approved by all necessary action, and will not, in any material respects, violate The Investment Company Act of 1940, as amended (the "1940 Act"), or any of the rules and regulations promulgated thereunder, or contravene any law or any governmental rule or order binding on the Borrower, or the Declaration of Trust or Bylaws of the Borrower, nor violate any agreement or instrument by which the Borrower is bound nor result in the creation of a Lien on any assets of the Borrower or a Fund except the Lien to Bank granted herein and other Permitted Liens. The Borrower has duly executed and delivered this Agreement, the Note, the Pledge Agreement and the Authorization Letter and they are valid and binding obligations of the Borrower enforceable against the Borrower according to their terms except as may be limited by equitable principles and by bankruptcy, insolvency or similar laws affecting the rights of creditors generally. No notice to or consent by any government body is needed in connection with this transaction.

3.3 Litigation . There are no material suits or proceedings pending or, to the Borrower's knowledge, threatened against or affecting the Borrower, and no material proceedings before any Governmental Authority are pending or, to the knowledge of the Borrower, threatened against the Borrower. For purposes of this Section 3.3, a suit or proceeding shall be deemed material if the amount of damages claimed or sought by a third party against the Borrower exceeds $500,000.00.

3.4 Margin Stock . No part of the Loans will be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulations T, U and X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any margin stock , other than, in each case, in compliance with Regulations T, U or X of the Board of Governors of the Federal Reserve System . If requested by Bank, the Borrower will furnish to Bank statements in conformity with the requirements of Federal Reserve Form U‑1.

3.5 Laws and Taxes . The Borrower has all approvals, authorizations and other rights under the 1940 Act necessary to conduct its business as currently conducted. The Borrower: (a) is in material compliance with all Requirements of Law applicable to it, (b) has filed all required tax returns, (c) has paid all taxes shown to be due and payable on those returns, and (d) no taxing authority has asserted or assessed any additional material tax liabilities against the Borrower.

3.6 Financial Condition . All financial statements and information relating to the Borrower which have been or may hereafter be delivered by the Borrower to Bank were true and correct in all material respects as of their respective dates and all financial statements have been prepared in accordance with generally accepted accounting principles consistently applied. The Borrower does not have any material obligations or liabilities of any kind not disclosed in that financial information, and there has been no material adverse change in the financial condition of the Borrower since the submission of such financial information to Bank.

3.7 Representations in Exhibit 3.7 . The representations and warranties set forth in Exhibit 3.7 , the Specific Representations Exhibit, are true and correct. Except as otherwise permitted hereunder, neither the Borrower nor any Fund shall change its name, the state of its formation, or transfer its executive offices to any location other than as specified in Exhibit 3.7, except with the prior written consent of Bank, which consent shall not be unreasonably withheld or delayed.

3.8 Borrowing Authority . The Borrowing Limit established hereunder for each Fund is not in violation of the limits and restrictions or other provisions set forth in the prospectus and Statement of Additional Information of such Fund.

3.9 Accurate and Complete Statements . Neither this Agreement nor any written statement made by the Borrower in connection herewith contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained herein or in any such written statement not misleading.

3.10 Patriot Act . To the extent applicable, the Borrower and each Fund is in compliance, in all material respects, with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the " Patriot Act "). No part of the proceeds of the Loans made hereunder will be used by the Borrower, any Fund or any of their affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

3.11 OFAC . Neither the Borrower nor any Fund is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. Neither the Borrower nor any Fund (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any Loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

3.12 Anti-Terrorism Laws . Neither the Borrower nor any Fund is in violation of any Anti-Terrorism Law or engaged in nor has it conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Neither the Borrower nor any Fund nor the Investment Adviser (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224.

Section 4 Financial Statements and Information.

4.1 Financial Statements . So long as any Obligations to Bank are outstanding, the Borrower shall maintain a system for accounting in accordance with generally accepted principles of accounting adopted in the United States and shall furnish, or cause its Investment Adviser or other authorized agent to furnish, to the Bank:

(a) within ten (10) Business Days after they are filed by the Borrower with the Securities and Exchange Commission and become publicly available, copies, or hyperlinks to copies, of all prospectuses, Statements of Additional Information, supplements, annual reports, financial information, proxy materials and other Securities and Exchange Commission filings;

(b) a report each Business Day detailing the market value of the assets held by the Fund and a calculation of the Maximum Amount as of that Business Day; and

(c) notwithstanding Section 4.1(a), a Fund's annual report within 120 days of the end of the Fund's fiscal year and a Fund's semi-annual report within 90 days of the end of the Fund's semi-annual period.

Section 5 Covenants . The Borrower hereby covenants to Bank as follows:

5.1 Existence; Merger . The Borrower will and will cause each Fund to maintain its existence and will not and will not permit any Fund to change its name, executive offices, fiscal year, organizational documents or state of formation, nor issue a new class of equity or debt, or merge or consolidate with any corporation or other entity, except with the prior written consent of the Bank, which consent shall not be unreasonably withheld or delayed.

5.2 Pledge or Encumbrance of Assets . The Borrower will not cause or permit any Fund to create, incur, assume or permit to continue in existence any Lien on any property or asset now owned or hereafter acquired by the Borrower, except for Permitted Liens. The Borrower shall not amend its Declaration of Trust, prospectus or Statement of Additional Information to revise the permitted borrowings or authorized pledge provisions contained therein with respect to any Fund, except with the prior written consent of the Bank, which consent shall not be unreasonably withheld or delayed.

5.3 Business . The Borrower will engage primarily in business of the same general character as that conducted on the Closing Date.

5.4 Compliance with Law . The Borrower will comply with all Requirements of Law applicable to the Borrower or its assets, in all respects material to the Borrower's business, assets or prospects, including without limitation the 1940 Act and all applicable blue sky laws.

5.5 Representations . The Borrower covenants that the representations set forth in this Agreement will continue to be correct so long as this Agreement is in effect. The Borrower will, within three (3) Business Days of its knowledge thereof, give written notice to the Bank of the existence of any event which would prohibit the Borrower from continuing to make the representations set forth in this Agreement. Any such notification shall not constitute a waiver by the Bank of any Default or Event of Default caused by the Borrower's inability to make any such representation or warranty.

5.6 Fees and Costs . The Borrower shall (a) pay the Annual Fee on the Closing Date and (b) reimburse the Bank for any and all fees, costs and expenses including, without limitation, reasonable attorneys' fees, other professionals' fees, appraisal fees, expert fees, court costs, litigation and other expenses (collectively, the "Costs") incurred or paid by the Bank or any of its officers, employees or agents on the Borrower's behalf (i) in all efforts made to enforce payment of the Obligations or effect collection of any Collateral, (ii) in connection with entering into, modifying, amending, and enforcing this Agreement or any consents or waivers hereunder and all related agreements, documents and instruments, (iii) in maintaining, storing, or preserving any Collateral, or in instituting, enforcing and foreclosing on the Bank's security interest in any Collateral or possession of any premises containing any Collateral, whether through judicial proceedings or otherwise, (iv) in defending or prosecuting any actions or proceedings arising out of or relating to the Bank's transactions with the Borrower, or (v) in connection with any advice given to the Bank with respect to its rights and obligations under this Agreement and all related agreements. Expenses being reimbursed by the Borrower under this section include costs and expenses incurred in connection with: (a) background checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of Bank; and (b) taxes, fees and other charges for (i) lien and title searches and title insurance and (ii) the filing of any financing statements and continuations, and other actions to perfect, protect, and continue the Bank's security interests; (iii) sums paid or incurred to take any action required of the Borrower under the Loan Documents that the Borrower fails to pay or take; and (iv) forwarding loan proceeds, collecting checks and other items of payment, and costs and expenses of preserving and protecting the Collateral. Costs shall be due and payable upon demand by the Bank. If the Borrower fails to pay Costs upon such demand, the Bank is entitled to disburse such Costs as Obligations. Thereafter, the Costs shall bear interest from the date incurred or disbursed at the highest rate set forth in this Agreement. This provision shall survive the termination of this Agreement.

5.7 Fund Coverage Ratio . The Borrower shall not permit the ratio of a Fund's (a) total assets minus total liabilities (other than liabilities of any kind or nature whatso-ever for borrowed money and liabilities in respect of overdrafts in any account (whether trust, demand deposit or other account) maintained by the Borrower on behalf of and for the benefit of a Fund) to (b) total liabilities of any kind or nature whatsoever for borrowed money and the liabilities in respect of overdrafts in any account (whether trust, demand deposit or other account) maintained by the Borrower on behalf of and for the benefit of a Fund to be less than 300% at any time. This Section 5.7 shall be interpreted accordance with Section 18(f) of the Investment Company Act of 1940 and the interpretations and policies of the staff of the Securities and Exchange Commission regarding the treatment of senior securities.

5.8 Limitation on Indebtedness . The Borrower, on its own behalf and on behalf and for the benefit of a Fund, shall not create, incur, assume or suffer to exist any indebtedness, except indebtedness incurred (i) under this Agreement or (ii) with the prior written consent of the Bank, provided that written approval is not required in connection with overdrafts incurred pursuant to the Custody Agreement.

5.9 Limitation on Fundamental Changes . The Borrower shall not liquidate, wind up or dissolve itself (of suffer any liquidation), or convey, sell, lease, assign, transfer or otherwise dispose of all or substantially all of its property or assets in a single transaction or in related transactions, authorize new capital expenditures or make any material change in its present method of conducting business, without the prior written consent of the Bank.

5.10 Anti-Terrorism Laws . The Borrower shall not, at any time, (a) directly or through its Affiliates and agents, conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (b) directly or through its Affiliates and agents, deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224; (c) directly or through its Affiliates and agents, engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law; or (d) fail to deliver to the Bank any certification or other evidence requested from time to time by the Bank in its sole discretion, confirming the compliance of the Borrower with this section.

Section 6 Conditions Precedent .

6.1 Conditions to Initial Loan . The Bank shall not make any Loan until the Borrower has delivered to the Bank, in addition to this Agreement and the Note, the following in form and substance satisfactory to the Bank:

(a) the Pledge Agreement for each Fund requesting a Loan;

(b) all appropriate financing statements (Form UCC‑1) and control agreements (substantially in the form of Annex I to the Pledge Agreement);

(d) as the Bank may require, UCC searches, tax lien and litigation searches, insurance certificates, notices, filings, acknowledgments or other documents or control agreements to reflect, perfect, or protect the priority of the Bank's priority Lien in the Collateral pledged to the Bank pursuant to the Pledge Agreements and to fully consummate this transaction;

(e) payment by the Borrower of all fees and expenses of the Bank, including without limitation, reasonable counsel fees incurred by the Bank in connection with the preparation and negotiation of this Agreement and the other Loan Documents, and all recording fees and taxes, if any, subject to a maximum amount of $1,500;

(f) as the Bank may require, all documentation needed to establish a demand deposit account with the Bank for each Fund if necessary for administrative and operational purposes, which account shall be used to receive proceeds of Loans made hereunder to each Fund;

(g) the Authorization Letter;

(h) the prospectus, Statement of Additional Information and Custody Agreement for each Fund; and

(i) such additional information and materials as the Bank may reasonably request.

6.2 Conditions to Each Loan . The Bank shall not make any Loan:

(a) if there has occurred, and has not been waived, any Default or Event of Default; or

(b) if the Borrower, its Investment Adviser or other authorized agent has not delivered to the Bank a Pledge Agreement on behalf of each Fund as to which the Borrower has requested a Loan, executed by an authorized representative of the Borrower as listed in Exhibit 2.1 ;

(c) if all of the representations and warranties contained in this Agreement or any other Loan Document are not true and correct in all material respects with the same force and effect as if made on and as of the date of the requested Loan, except to the extent that any thereof expressly relate to an earlier date; or

(d) if the Borrower, its Investment Adviser or other authorized agent has not delivered to the Bank the daily report required by Section 4(c).

Section 7 Events of Default and Remedies .

7.1 Events of Default . Any of the following events shall be an Event of Default hereunder:

(a) any representation or warranty made by the Borrower herein, or in any other Loan Document or any document furnished to the Bank by the Borrower under this Agreement, is in any material respects, incorrect when made, deemed made or when reaffirmed; or

(b) The Borrower defaults in the payment of any principal or interest on any Obligation when due and payable, at maturity, by acceleration or otherwise; or

(c) The Borrower fails to observe or perform any covenant, condition or agreement to be observed or performed by the Borrower pursuant to the terms hereof or under any other Loan Document; or

(d) an Insolvency Event occurs with respect to the Borrower; or

(e) any of the following occurs: there is a material impairment of the value or priority of the Bank's Lien in Collateral pledged to the Bank under the Pledge Agreement; a notice of lien, levy or assessment is filed against the Borrower or an asset of the Borrower by any government authority; or a judgment or other claim becomes a Lien on any Collateral; or any asset of the Borrower is seized, attached, or otherwise levied upon by a judicial officer; or

(f) any event occurs which might, in the Bank's reasonable opinion, have a material adverse effect on the Collateral pledged to the Bank under the Pledge Agreement and as identified in the Reports of Pledged Securities or on the Borrower's financial condition, operations or prospects or the ability of the Borrower to perform its obligations under this Agreement or any other Loan Document; or

(g) the Custody Agreement is terminated except upon the simultaneous execution by the Bank and the Borrower of a substantially identical custody agreement in replacement thereof, in form and substance satisfactory to the Bank;

(h) the Bank reasonably determines that a material adverse change has occurred with respect to (i) the Borrower's financial condition, results of operations, business or prospects, (ii) the Borrower's ability to pay a Loan in accordance with the terms thereof, or (iii) the value or priority of the Bank's Lien in Collateral pledged to the Bank under the Pledge Agreement of the Collateral; or

(i) an Event of Default occurs under any other Loan Document.

7.2 Remedies . If any Event of Default shall occur and be continuing:

(a) The Bank may cease making Loans hereunder, and/or declare all Obligations to be due and payable immediately (and, upon the occurrence of an Event of Default based on an Insolvency Event, all Obligations shall become automatically due and payable without any declaration or other notice, demand, or presentment by the Bank), whereupon they shall immediately become due and payable without further presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by the Borrower.

(b) The Bank may set off against the Obligations with respect to the Loans made to the Borrower for the benefit of each Fund (i) all Collateral pledged to the Bank by such Fund under the Pledge Agreement and as identified in the relevant Reports of Pledged Securities and (ii) all cash in such Fund's Trust Custody Account from time to time.

(d) The Bank may in its sole discretion pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of the Bank appears to be prior or superior to its Lien, and pay all expenses incurred in connection therewith, and all such payments, purchases and other expenses so paid or incurred by the Bank shall constitute Obligations hereunder.

7.3 Cumulative Remedies . No remedy set forth herein is exclusive of any other available remedy or remedies, but each is cumulative and in addition to every other remedy given under this Agreement or any other agreement or now or hereafter existing at law or in equity or by statute. The Bank may pursue its rights and remedies concurrently or in any sequence, and no exercise of one right or remedy shall be deemed to be an election. No delay or omission on the Bank's part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Event of Default.

7.4 Limit of Liability . It is expressly agreed that the obligations of the Borrower hereunder shall not be binding upon any of its trustees, shareholders, nominees, officers, agents, or employees of the Borrower personally, but shall bind only the property of the Funds as provided in the Borrower's Declaration of Trust. The execution and delivery of this Agreement have been authorized by the trustees, and this Agreement has been signed and delivered by an authorized officer of the Borrower, acting as such, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Funds as provided in the Declaration of Trust.

7.5 Indemnification . The Borrower agrees to indemnify the Bank, its affiliates and their respective directors, officers, employees, agents and advisors (collectively, the " Indemnitees ") from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of any investigation, litigation or other proceeding (whether or not the Bank is a party thereto) related to the entering into and/or performance of any Loan Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Loan Document, other than any such investigation, litigation or proceeding arising solely out of any examination of the Bank by any regulatory or other Governmental Authority having jurisdiction over it, including, without limitation, the reasonable documented fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent that they are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of the Person to be indemnified or of any other Indemnitee who is such Person or an affiliate of such Person). To the extent that the undertaking to indemnify, pay or hold harmless any Person set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities that is permissible under applicable law. Bank acknowledges that the assets of a Fund shall be available to indemnify the Indemnitees only for those losses, liabilities, claims, damages or expenses described in this Section 7.5 involving such Fund and that notwithstanding anything to the contrary herein, none of the assets of any other Fund or investment series offered by the Borrower shall be available to indemnify the Indemnitees for the benefit of such Fund.

Section 8 Miscellaneous Provisions .

8.1 Delays and Waiver . No delay or omission to exercise any right shall impair any such right or be a waiver thereof, but any such right may be exercised from time to time and as often as may be deemed expedient. A waiver on one occasion shall be limited to that particular occasion.

8.2 Waiver by the Borrower . The Borrower waives notice of non‑payment, demand, presentment or protest and notice thereof with respect to any and all instruments, notice of acceptance hereof, notice of loans or advances made, credit extended, collateral received or delivered, or any other action taken in reliance hereon, and all other demands and notices of any description, except such as are expressly provided for herein; consents to any renewals or extensions of time of payment with respect to the Notes and any amount due thereunder; and generally waives any and all suretyship defenses and defenses in the nature thereof.

8.3 Complete Agreement . This Agreement and the Exhibits are the complete agreement of the parties hereto and supersede all previous understandings relating to the subject matter hereof. This Agreement may be amended only by an instrument in writing which explicitly states that it amends this Agreement, and is signed by the party against whom enforcement of the amendment is sought. This Agreement may be executed in counterparts, each of which will be an original and all of which will constitute a single agreement.

8.4 Severability . If any part of this Agreement or the application thereof to any Person or circumstance is held invalid, the remainder of this Agreement shall not be affected thereby. The section headings herein are included for convenience only and shall not be deemed to be a part of this Agreement.

8.5 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the respective legal representatives, successors and permitted assigns of the parties hereto; however, neither the Borrower nor the Bank may assign any of its respective rights or delegate any of its respective obligations hereunder without the prior written consent of the other.

8.6 Notices . Any notices under or pursuant to this Agreement shall be deemed duly sent when delivered in hand or when mailed by registered or certified mail, return receipt requested, or when sent by email transmission, addressed as follows:

To the Borrower: Midas Series Trust

c/o Midas Management Corporation

11 Hanover Square, 12th Floor

New York, NY 10005

Attention: Russell Kamerman, General Counsel

Tel: 212-785-0900, Ext. 275

Email: rkamerman@midasfunds.com

with a copy to: Midas Series Trust

c/o Midas Management Corporation

11 Hanover Square, 12th Floor

New York, NY 10005

Attention: Donald Klimoski II, Assistant General Counsel

Tel: 212-785-0900, Ext. 280

Email: dklimoski@midasfunds.com

To the Bank:

The Huntington National Bank

45 North Pennsylvania Street

INHP22

Indianapolis, IN 46204

Attention: Andrew Cardimen

Tel: 317-231-7905

Email: Andrew.Cardimen@huntington.com

with a copy to:

The Huntington National Bank

45 North Pennsylvania Street

INHP22

Indianapolis, IN 46204

Attention: Karen S. Wheatley

Tel: 317-24091

Email: Karen.Wheatley@Huntington.com

Either party may change such address by sending notice of the change to the other party in accordance with this Section 8.6.

8.7 Debtor-Creditor Relationship . The relationship between the Bank, on the one hand, and the Borrower, on the other hand, arising under the Loan Documents, is solely that of creditor and debtor. The Bank shall not have (or shall not be deemed to have) any fiduciary relationship or duty to the Borrower arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the Bank, on the one hand, and the Borrower, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

8.8 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial .

(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of Ohio sitting in Franklin County and of the United States District Court for the Southern District of Ohio, and any appellate court to which an appeal may be taken from any such courts, and, by execution and delivery of this Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Borrower hereby further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Borrower at its address for notices pursuant to Section 8.6, such service to become effective 30 days after such mailing or at such earlier time as may be provided under applicable law. Nothing herein shall affect the right of the Bank to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in any other jurisdiction.

(b) The Borrower hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Loan Document brought in the courts referred to in Section 8.8(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c) The parties hereto acknowledge and agree that there may be a constitutional right to a jury trial in connection with any claim, dispute or lawsuit arising between or among them, but that such right may be waived. Accordingly, the parties agree that, notwithstanding such constitutional right, in this commercial matter the parties believe and agree that it shall be in their best interests to waive such right, and, accordingly, hereby waive such right to a jury trial, and further agree that the best forum for hearing any claim, dispute, or lawsuit, if any, arising in connection with this Agreement, the Loan Documents, or the relationship among the parties hereto, in each case whether now existing or hereafter arising, or whether sounding in contract or tort or otherwise, shall be a court of competent jurisdiction sitting without a jury. Each party hereto hereby (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, and (b) acknowledges that it and the other parties hereto have been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this paragraph.

8.9 Survival of Representations and Warranties . All representations and warranties herein shall survive the making of Loans hereunder, the execution and delivery of this Agreement, the Note and the other documents the forms of which are attached as Exhibits hereto, the issue and delivery of the Note, any disposition thereof by any holder thereof, and any investigation made by the Bank or on its behalf. All statements contained in any certificate or other document delivered to the Bank by or on behalf of the Borrower or any of its Funds pursuant hereto or otherwise specifically for use in connection with the transactions contemplated hereby shall constitute representations and warranties by the Borrower hereunder, made as of the respective dates specified therein or, if no date is specified, as of the respective dates furnished to the Bank.

8.10 Important Information About Procedures Required By The Patriot Act . 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 entity or Person who opens an account or establishes a relationship with the Bank.

What this means: When an entity or Person opens an account or establishes a relationship with the Bank, the Bank may ask for the name, address, date of birth, and other information that will allow the Bank to identify the entity or Person who opens an account or establishes a relationship with the Bank. The Bank may also ask to see identifying documents for the entity or Person.

IN WITNESS WHEREOF , the Borrower and the Bank have executed this Agreement by their duly authorized officers as of the date first above written.

MIDAS SERIES TRUST on behalf and for the benefit of those Funds listed on Exhibit 1.1, severally and not jointly

By: /s/ Russell Kamerman

Name: Russell Kamerman

Title: General Counsel

THE HUNTINGTON NATIONAL BANK

By: /s/ Andrew Cardimen

Name: Andrew M. Cardimen

Title: Senior Vice President

EXHIBIT 1.1
TO REVOLVING CREDIT AGREEMENT

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

Date: June 18, 2018

PARTICIPATING FUNDS

Fund	Date Added
Midas Fund	June 18, 2018
Midas Magic	June 18, 2018

EXHIBIT 1.2
TO REVOLVING CREDIT AGREEMENT

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

Fund: Midas Fund

Midas Magic

Date : June 18, 2018

FUND BORROWING LIMITS

The Funds may not Borrow money except as permitted by the 1940 Act.

EXHIBIT 1.3
TO REVOLVING CREDIT AGREEMENT

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

Fund: Midas Fund

Midas Magic

Date : June 18, 2018

SPECIFIC TERMS

Capitalized terms not otherwise defined in this Exhibit have the meanings specified in the Revolving Credit Agreement. In the event of any inconsistency between this Exhibit and the Revolving Credit Agreement, this Exhibit will control.

Section 1 Definitions

Annual Fee means an aggregate per annum fee, assessed each Fund on whose behalf a Loan is made on a pro rata basis, equal to ⅛ of one percent (1.00%) of (a) $6,000,000, or such pro-rated fee as appropriate, with respect to the Midas Fund (i) if the Loan matures in less than 364 days following the date of the execution of a Note, subject to a maximum fee of $7,500 or (ii) due to an amendment to this Agreement to increase the Loan Amount, and (b) $4,000,000, or such pro-rated fee as appropriate, with respect to Midas Magic (i) if the Loan matures in less than 364 days following the date of the execution of a Note, subject to a maximum fee of $5,000 or (ii) due to an amendment to this Agreement to increase the Loan Amount.

Interest Rate means the interest rate per annum to be applied to the principal balance outstanding, from time to time, equal to the London Interbank Offered Rate (LIBO Rate) plus one hundred and twenty (120) basis points (one hundred (100) and twenty (20) basis points being equal to one and one-fifth percent (1.20%) per annum).

Investment Adviser means Midas Management Corporation.

Loan Amount means $10,000,000.

Maturity Date means June 1, 2019.

M aximum Amount means, for (a) the Midas Fund, the lesser of: (i) $6,000,000 or (ii) 30% of Midas Fund's daily market value, which market value may be decreased by the exclusion of certain assets or asset classes, as the Bank may decide from time to time in its sole discretion ("Exclusions"); and (b) Midas Magic, the lesser of: (i) $4,000,000 or (ii) 30% of Midas Magic's daily market value, which market value may be decreased by Exclusions.

Section 2.4 Payment of Interest

First Payment Date means the thirtieth (30th) day of the first month immediately following the date of the execution of a Note.

Section 2.6 Unused Fee

Unused Fee means a fee equal to 1/8% of one percent (12.5 basis points) of the daily excess of the Loan Amount during such partial or full calendar quarter over the outstanding principal balance of the Loan. Borrower shall pay to Bank the Unused Fee quarterly commencing on September 30, 2018, and on the last day of each quarter thereafter. The Unused Fee shall be computed in the same manner as in Section 2.4 (Payment of Interest).

EXHIBIT 2.1
TO REVOLVING CREDIT AGREEMENT

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

Fund: Midas Fund

Midas Magic

Date : June 18, 2018

LIST OF AUTHORIZED REPRESENTATIVES

In accordance with Section 2.1(b) of that certain Revolving Credit Agreement dated June 18, 2018, between Midas Series Trust (the "Borrower") and The Huntington National Bank (the "Bank"), the Borrower hereby authorizes the Bank to act upon the telephonic and/or written instructions of the following authorized representatives of the Borrower:

Borrower and/or Investment Adviser:

Russell L. Kamerman, Esq.

Heidi Keating

Donald Klimoski II, Esq.

Thomas O'Malley

Mark C. Winmill

Thomas B. Winmill, Esq.

William M. Winmill

Custodian:

Any and all officers and employees of Huntington National

Bank.

MIDAS SERIES TRUST, on behalf and for the benefit of those Funds listed on Exhibit 1.1, severally and not jointly

By: ________________________________

Name: Thomas B. Winmill

Title: President

EXHIBIT 2.2
TO REVOLVING CREDIT AGREEMENT

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

PROMISSORY NOTE

MIDAS SERIES TRUST, on behalf and for the benefit
of its Participating Funds

$6,000,000 for Midas Fund Indianapolis, IN

$4,000,000 for Midas Magic June 18, 2018

Midas Series Trust, a Delaware statutory trust (the "Borrower"), on behalf and for the benefit of those investment series set forth on Schedule 1 (the "Funds" and each a "Fund"), for value received, hereby promises to pay to the order of THE HUNTINGTON NATIONAL BANK (the "Bank") at its offices, 45 North Pennsylvania Street, INHP22, Indianapolis, Indiana 46204, in lawful money of the United States of America and in immediately available funds, the principal sum of SIX MILLION AND NO/100 DOLLARS ($6,000,000) with respect to Midas Fund and FOUR MILLION AND NO/100 DOLLARS ($4,000,000) with respect to Midas Magic, or the aggregate unpaid principal amount of all Loans made by the Bank to the Borrower, whichever is less, pursuant to the terms of the Revolving Credit Agreement of even date herewith by and between the Borrower and the Bank (as the same may be amended, restated or otherwise modified from time to time the "Agreement"). Capitalized terms used herein without definition shall have the meanings given to them in the Agreement.

The Borrower covenants that the funds borrowed by it from the Bank as evidenced by this Note shall be used solely for the benefit of the Borrower.

The principal balance hereof outstanding from time to time shall bear interest at the Interest Rate in effect from time to time. Interest on each Loan will accrue daily, will be calculated based on a 360‑day year and charged for the actual number of days the principal balance is outstanding. All outstanding principal and interest shall be payable in accordance with the terms of the Agreement. Upon and during the continuance of an Event of Default, this Note shall bear interest (computed and adjusted in the same manner, and with the same effect, as interest hereon prior to maturity), at a rate per annum equal to three percent (3%) above the Interest Rate, until paid, and whether before or after the entry of judgment hereon.

The principal amount of each Loan made by the Bank and the amount of each payment or prepayment made by the Borrower shall be recorded by the Bank on the schedules attached hereto or in the regularly maintained data processing records of the Bank. The aggregate unpaid principal amount of all Loans set forth in such schedules or in such records shall be presumptive evidence of the principal amount owing and unpaid on this Note. However, failure by the Bank to make any such entry shall not limit or otherwise affect the Borrower's obligations under this Note or the Agreement.

This Note is the Note referred to in the Agreement, and is entitled to the benefits, and is subject to the terms of the Agreement. This Note and the obligations evidenced hereby are secured by the Collateral described in the Pledge Agreement and are entitled to the benefits of the Pledge Agreement. The principal of this Note is payable and/or prepayable in the amounts and under the circumstances, and its maturity is subject to acceleration upon the terms, set forth in the Agreement. Except as otherwise expressly provided in the Agreement, if any payment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next Business Day, and interest shall be payable at the rate specified herein during such extension period.

In no event shall the interest rate on this Note exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that a court determines that the Bank has received interest and other charges under this Note in excess of the highest permissible rate applicable hereto, such excess shall be deemed received on account of the Borrower, and shall automatically be applied to reduce the amounts due to the Bank from the Borrower under this Note, other than interest, and the provisions hereof shall be deemed amended to provide for the highest permissible rate. If there are no such amounts outstanding, the Bank shall refund to the Borrower such excess.

The Borrower and all endorsers, sureties, guarantors and other Persons liable on this Note, if any, hereby waive notice of non-payment, demand, presentment or protest in connection with the delivery, performance and enforcement of this Note; consent to one or more renewals or extensions of this Note; and generally waive any and all suretyship defenses and defenses in the nature thereof.

This Note may not be changed orally, but only by an instrument in writing.

This Note is being delivered in, is intended to be performed in, shall be construed and enforced in accordance with, and be governed by the laws of, the State of Ohio without regard to principles of conflict of laws. The Borrower agrees that the State and federal courts in Franklin County, Ohio or any other court in which the Bank initiates proceedings have exclusive jurisdiction over all matters arising out of this Note, and that service of process in any such proceeding shall be effective if mailed to the Borrower at its address described in the Notices section of the Agreement.

BANK AND BORROWER HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER BANK OR BORROWER AGAINST THE OTHER ARISING OUT OF THIS NOTE.

Borrower authorizes any attorney at law to appear in any court of record in the State of Ohio or in any other state or territory of the United States of America after the loan evidenced by this Note becomes due, whether by acceleration or otherwise, to waive the issuing and service of process, and to confess judgment against the Borrower in favor of the Bank for the amount then appearing due on this Note, together with costs of suit, and thereupon to waive all errors and all rights of appeal and stays of execution. The Borrower waives any conflict of interest that an attorney hired by the Bank may have in acting on the Borrower's behalf in confessing judgment against the Borrower while such attorney is retained by the Bank . The Borrower expressly consents to such attorney acting for Borrower in confessing judgment and to such attorney's fee being paid by the Bank or deducted from the proceeds of collection of this Note or Collateral security therefor.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

MIDAS SERIES TRUST

By: ________________________________

Name: ______________________________

Title: _______________________________

SCHEDULE 1
TO PROMISSORY NOTE

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

PARTICIPATING FUNDS

Midas Fund

Midas Magic

EXHIBIT 3.1
TO REVOLVING CREDIT AGREEMENT

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

FORM OF CERTIFICATE OF BORROWER

MIDAS SERIES TRUST

CERTIFICATE OF BORROWER

Re: Midas Series Trust $10,000,000 Financing, consisting of $6,000,000 for Midas Fund and $4,000,000 for Midas Magic
From The Huntington National Bank

The undersigned does hereby certify that he is the duly elected, qualified and acting President of Midas Series Trust, a Delaware statutory trust (the "Borrower"), and the undersigned does hereby further certify as follows:

1.	Attached hereto, marked Attachment A , is a true and correct copy of the current Declaration of Trust, as in effect on the date hereof certified by the Secretary of the State of Delaware.

2.	Attached hereto, marked Attachment B , is a true and correct copy of the Bylaws of the Borrower, as in effect on the date hereof.

The following persons are the duly elected officers of the Borrower, holding the office set forth opposite their respective names. Each officer who has executed or will execute any documents in connection with this loan transaction has set forth his or her true and customary signature opposite his name:

Name	Title	Signature
Russell L. Kamerman, Esq.	Secretary, General Counsel, and Chief Compliance Officer
Heidi Keating	Vice President
Donald Klimoski II, Esq.	Assistant Secretary, Assistant General Counsel, and Assistant Chief Compliance Officer
Thomas O'Malley	Treasurer, Chief Financial Officer and Chief Accounting Officer
Mark C. Winmill	Vice President
Thomas B. Winmill, Esq.	Chairman, President, Chief Executive Officer, and Chief Legal Officer
William M. Winmill	Vice President

4.	Each officer whose personal signature appears above has been duly authorized by resolution of the board of trustees of the Borrower to execute any and all instruments or documents which he may deem necessary or appropriate in connection with this loan transaction.

5.	Attached hereto, marked Attachment C , is a copy of the resolution authorizing the execution and delivery of any documents in connection with this loan transaction.

6.	The Borrower is in good standing in the state of its formation. Attached hereto, marked Attachment D , is a certificate of good standing issued within the past thirty (30) days by the Secretary of State of Delaware.

Attached hereto, marked Attachment E , is a certificate executed in the name of the Borrower by an officer of the Borrower certifying that the representations and warranties contained in Section 3 of the Revolving Credit Agreement are true and correct in all material respects as of the date hereof and shall remain true and correct for as long as the Revolving Credit Agreement remains in effect.

IN WITNESS WHEREOF, the undersigned hereby certifies the above to be true and has executed this certificate this 18th day of June, 2018.

Thomas B. Winmill, President

The undersigned does hereby certify that he is the Secretary of the Borrower, and does further certify that the signatory above is the President of the Borrower, and that his signature set forth above is his true and customary signature.

Russell Kamerman, Secretary

EXHIBIT 3.7
TO REVOLVING CREDIT AGREEMENT

BETWEEN

Midas Series Trust

AND

THE HUNTINGTON NATIONAL BANK

Date : June 18, 2018

SPECIFIC REPRESENTATIONS OF BORROWER

1.	The exact legal name of the Borrower is: Midas Series Trust

2.	If the Borrower has changed its name since it was established, its past legal names were: N/A

3.	The Borrower uses in its business and owns the following trade names:

N/A ______________________________________________________________

4.	The Borrower was organized as a Delaware statutory trust on September 28, 2012

5.	The Borrower has its chief executive office and principal place of business at:

11 Hanover Square, 12th Floor, New York, NY 10005

The Borrower maintains all of its records with respect to its Accounts at that address and at Ultimus Asset Services, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246 (the offices of the Borrower's Transfer, Dividend Disbursing and Investment Accounting Services Agent) and State Street Bank and Trust Company, 801 Pennsylvania, Kansas City, MO 64105 (the offices of the Borrower's former custodian and lender).

7.	The Borrower also has places of business at: N/A

No securities owned by the Participating Funds are located at any other place, nor were they located at any other place within the past four (4) months, except as held by The Huntington National Bank, as custodian, and by the agents and sub-custodians of The Huntington National Bank or by State Street Bank and Trust Company, the former custodian.

9.	In the past five (5) years the Borrower has never maintained its chief executive office or principal place of business or records with respect to accounts, nor owned personal property, at any locations except those set forth above and except:

N/A

10.	The applicable Fund(s) operated by the Borrower are:

Midas Fund

Midas Magic

11.	If the name of any Fund has been changed since it was formed, its past names are:

Midas Fund: Midas Fund, Inc.

Midas Magic: Midas Special Fund, Inc.

Midas Magic, Inc .

APPENDIX A

TO REVOLVING CREDIT AGREEMENT

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT ("Agreement"), dated as of June 18, 2018, between MIDAS SERIES TRUST , a Delaware statutory trust (the "Trust"), executing this Agreement on behalf and for the benefit of those investment series set forth on Exhibit 1.1, severally and not jointly (the "Fund(s)" and each, a "Fund"), and THE HUNTINGTON NATIONAL BANK , a national banking association ("Bank"). In the event of conflict between the Revolving Credit Agreement and this Agreement, this Agreement shall control.

W I T N E S S E T H:

WHEREAS , the Trust and Bank have previously entered into a Custody Agreement dated June 1, 2018, (as said Custody Agreement may be amended, restated or otherwise modified from time to time, "the Custody Agreement") pursuant to which Bank holds securities as custodian for the Trust on behalf of the Funds, all as more fully set forth in the Custody Agreement; and

WHEREAS , the Trust, on behalf and for the benefit of the Funds, is issuing to Bank a promissory (as said Note may be amended, restated or otherwise modified from time to time, the "Note") in connection with the execution on the date hereof by the Trust on behalf and for the benefit of the Funds and Bank of that certain Revolving Credit Agreement (as said Loan Agreement may be amended, restated or otherwise modified from time to time, the "Loan Agreement"); and

WHEREAS , the Trust, on behalf of the Funds, the Investment Adviser and the Bank may execute a Foreign Exchange Agreement(s) ("FX Agreement") pursuant to which the Investment Adviser enters into foreign exchange transactions on behalf of a Fund for hedging and investment purposes and the Trust, on behalf of the Funds, the Investment Adviser and the Bank may execute an ISDA Master Agreement (Multicurrency - Cross Border), as well as any related annexes, confirmations and other documentation (an "FX Options Agreement", and together with the FX Agreement, the "FX Documentation"), pursuant to which the Investment Adviser may enter into foreign currency options transactions on behalf of a Fund; and;

WHEREAS , it is a condition to Bank executing the Loan Agreement, an FX Agreement and, if applicable, an FX Options Agreement that this Agreement be executed and delivered by the Trust, pursuant to which the Trust is, among other things, agreeing to pledge securities owned by the Trust but held by a Fund to (i) secure borrowings incurred by the Trust on behalf of the Fund under the Loan Agreement and as reflected on the Note and (ii) secure the settlement of foreign exchange transactions under the FX Documentation.

NOW, THEREFORE , in consideration of the premises and to induce Bank to agree to execute the Loan Agreement and the FX Documentation, it is agreed as follows:

1.	Definitions .

Specific Definitions. The following definitions shall apply:

"Alternative Funding Date" shall have the meaning given it in the FX Agreement.

"Business Day" shall mean any day on which the Bank shall be open to the public in Indianapolis, Indiana for the transaction of its normal banking business.

"Collateral" shall have the meaning set forth for that term in Section 2.

"Costs" shall have the meaning set forth for that term in Section 10.

"Default" means any event that, with the giving of notice or the passage of time, or both, would be an Event of Default.

"Event of Default" has the meaning set forth in Section 17.

"Investment Adviser" has the meaning set forth in Exhibit 1.1

"Obligation(s)" (i) means all loans, advances, indebtedness and other obligations of the Trust owed to Bank under the Loan Agreement, as the same may be amended from time to time hereafter, of every description whether now existing or hereafter arising and whether direct or indirect, primary or as guarantor or surety, absolute or contingent, liquidated or unliquidated, matured or unmatured, secured or unsecured, and all expenses and attorney's fees incurred by Bank under this Agreement or any other document or instrument related thereto, and (ii) any amounts owed to the Bank in connection with any foreign exchange transaction or foreign currency options transaction entered into on behalf of a Fund and to pay any and all applicable fees under the FX Agreement, the FX Options Agreement or any Pledge Documents, and all Costs incurred by the Bank.

"OFAC" means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

"Person" shall mean and include an individual, business trust, statutory trust, corporation, partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity.

"Pledge Documents," means this Agreement and the Control Agreement dated June 18, 2018, by and among the Trust, on behalf of the Funds; the Custodian and the Bank, including any and all such documents as they may be amended, restated or otherwise modified from time to time.

"Prime Rate" means the rate of interest announced by the Bank from time to time to be its prime lending rate, which rate shall be determined solely by the Bank and does not necessarily represent the lowest rate charged to any customer.

"Requirements of Law" as to any Person shall mean the articles or certificate of incorporation and bylaws or other organizational or governing documents of such Person and any determination of an arbitrator or a court or other Governmental Authority, or law, treaty, rule or regulation or, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Sanctioned Entity" means (i) a country or a government of a country, (ii) an agency of the government of a country, (iii) an organization directly or indirectly controlled by a country or its government, (iv) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

"Sanctioned Person" means a person named on the list of Specially Designated Nationals maintained by OFAC.

"Securities" shall have the meaning set forth for that term in Section 2.

"Settlement Date" has the meaning given it in the FX Documentation.

"Trade Date" has the meaning given it in the FX Documentation.

"Trust Custody Account," means each account of the Trust established with the Custodian on behalf of a Fund pursuant to the Custody Agreement.

2. Pledge . To secure the payment and performance by the Trust, on behalf of a Fund, of the Obligations under the Loan Agreement and the FX Documentation, the Trust grants to the Bank and its successors and assigns, with full power and discretion as hereinafter provided, a continuing first priority lien and security interest in and right of setoff against all of the Trust's rights, title and interest, including without limitations the Trust's securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted by the State of Indiana (the "UCC")), in and to the Securities (as defined below) now or at any time held or controlled by Bank pursuant to the Custody Agreement or by any third party, whether or not acting on behalf of the Bank, together with all the Trust's rights, title and interest in and to all Securities and financial assets (as such term is defined in Article 8 of the UCC) therein and all principal, interest, distributions, dividends (whether cash or stock), income, earnings, cash and other rights at any time received or receivable or otherwise distributed in respect of or in exchange therefor, and all additions to, all replacements of, all substitutions for, and all proceeds of any or all of the foregoing (the "Collateral").

The Trust acknowledges and agrees that so long as this Agreement is in effect, the Bank is holding physical possession and/or control of the Securities for the purpose of perfecting its security interest in the Securities, as well as for the purposes set forth in the Custody Agreement.

"Securities" shall include, without limitation, whether certificated or uncertificated, those common and preferred stocks, bonds, investment company securities, call options, put options, debentures, notes, bank certificates of deposit, banker's acceptances, mortgage backed securities, U.S. Treasury Securities, money market instruments or other obligations, repurchase agreements and the underlying collateral, certificates, receipts, warrants, securities entitlements, securities accounts or other investment property, instruments or documents, and all additions, all as owned by the Trust on behalf of a Fund. Securities shall also include any rights or other interests therein to receive, purchase or subscribe for any of the foregoing and all investments and rights therein. The collateral value of the Securities shall be calculated in accordance with the procedures set forth in the Trust's current prospectus and Statement of Additional Information ("Securities Valuation").

3. Authorization to File Financing Statements; Ratification. The Trust hereby authorizes the Bank to file all financing statements. The Trust will deliver to the Bank control agreements (substantially in the form attached here to as Annex 1 , a "Control Agreement) and other documents and take such other actions as may from time to time be requested by the Bank in order to maintain a first perfected security interest in and, if applicable, Control (as defined in the UCC) of the Collateral owned by the Trust on behalf of a Fund. Any financing statement filed by the Bank may be filed in any filing office in any UCC jurisdiction and may indicate the Trust's Collateral (i) as all assets of the Trust or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) by any other description which reasonably approximates the description contained in this Agreement.

4. Fees and Costs . The Trust shall reimburse the Bank for all fees, costs and expenses including, without limitation, reasonable attorney's fees, other professional fees, appraisal fee, court costs, litigation and other expenses (collectively, "Costs") incurred in connection with the enforcement of the Pledge Documents without any limitation. Costs shall be due and payable upon demand by the Bank. If the Trust fails to pay Costs upon such demand, the Bank is entitled to disburse such Costs as Obligations. Thereafter, the Costs shall bear interest from the date incurred or disbursed at the highest rate set forth in the Loan Agreement. This provision shall survive the termination of this Agreement.

5. Representations and Warranties . The Trust represents and warrants to the Bank that:

(a) As of the date of each Loan (as defined in the Loan Agreement) and each transaction under the FX Documentation, the Trust will be the sole beneficial owner of the Securities free and clear of any security interest, pledge, or other lien or encumbrance (collectively, "Lien") thereon or affecting the title thereto, except for Liens to Bank and Liens of governmental entities which secure amounts not at the time due and payable and which are imposed by law without the consent of the Trust;

(b) The Trust has the right and requisite authority to pledge, mortgage, assign, transfer, deliver, deposit, set over, grant a security interest in and confirm the Securities to the Bank as provided herein;

(c) The Trust has obtained all permits, consents, approvals, authorizations or other orders of any person, corporation, partnership, trust, governmental entity, or other entity required for the execution and delivery of this Agreement or the delivery of the Securities to the Bank as provided herein; and

(d) The Trust has good and marketable title to the Securities, and the Liens granted to the Bank pursuant to this Agreement are fully perfected first priority Liens in and to the Securities assuming that the Bank has physical possession and/or control of the Securities as set forth in Section 2 and that Bank makes and continues such UCC-1 financing statement filings as are necessary to perfect Bank's security interest in the Securities.

The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Agreement and shall be deemed to have been made anew upon the making of each Loan pursuant to the Loan Agreement.

6. Covenants . The Trust covenants and agrees that until payment in full of all the Obligations:

(a) Without the prior written consent of the Bank, it will not mortgage, pledge or otherwise encumber any of the Trust's rights in or to the Securities or any unpaid dividends or other distributions or payments with respect thereto; and

(b) The Trust, at the Trust's expense, will obtain, execute, acknowledge and deliver all such instruments and take all such action necessary (or as the Bank from time to time may request) in order to ensure the Bank shall have and retain the benefits of the first priority Lien in the Securities intended to be created by this Agreement, including without limitation the delivery of all notices and the procurement of all acknowledgments and Control Agreements as may be required by Article 8 and/or Article 9 of the Uniform Commercial Code, as adopted by the applicable jurisdiction and as amended from time to time.

(c) The Trust will not cause or permit any Fund to grant, create, incur, assume or permit to continue in existence any Lien on Collateral now owned or hereafter acquired by the Trust, except for Liens to the Bank under this Agreement.

7.	Rights with Respect to Securities .

(a) Except as provided in this Agreement, the Trust shall have the rights provided to it in the Custody Agreement or any Control Agreement. The Trust shall have the right, from time to time, to vote and give consents with respect to the Securities for all purposes not inconsistent with the provisions of this Agreement, the Custody Agreement or any Control Agreement. Notwithstanding anything else set forth in this Agreement, in the event of a conflict between this Agreement, the Custody Agreement and the Control Agreement, the provisions of this Agreement and the Control Agreement shall control and in the event of a conflict between this Agreement and the Control Agreement, the Control Agreement shall control.

(b) The Bank (itself or through an agent) is hereby authorized and empowered at its election, to transfer and register in its name or in the name of its nominee the whole or any part of the Securities to collect and receive all cash dividends and other distributions made thereon, to sell in one or more sales, but without any previous notice or advertisement, the whole or any part of the Securities and to otherwise act with respect to the Securities as though the Bank was the outright owner thereof. Except as provided in the Authorization Letter (as defined in the Loan Agreement), the Bank hereby agrees that it shall not exercise any of the powers granted in this Section 7(b) unless an Event of Default (as defined in Section 8) has occurred.

(c) All dividends and other distributions in respect of any of the Securities, whenever paid or made, shall be delivered to the Bank as contemplated by the Custody Agreement and held by the Bank subject to the Lien created by this Agreement.

8. Events of Default . The following shall each constitute an "Event of Default" under this Agreement:

(a) The occurrence of an Event of Default under the terms of the Loan Agreement, the Note or the FX Documentation;

(b) Failure by the Trust to observe and perform any covenant, condition, or agreement on the Trust's part to be observed or performed under this Agreement;

(d) An Insolvency Event occurs with respect to the Trust;

(e) Any of the following occurs: there is a material impairment of the value or priority of the Bank's Lien in the Collateral; a notice of lien, levy or assessment is filed against the Trust or an asset of the Trust by any government authority; or a judgment or other claim becomes a Lien on any Collateral; or any asset of the Trust is seized, attached, or otherwise levied upon by a judicial officer;

(f) Any event occurs which might, in the Bank's reasonable opinion, have a material adverse effect on the Collateral pledged to the Bank under the this Agreement or on the Trust's financial condition, operations or prospects or the ability of the Trust to perform its obligations under this Agreement or any other Pledge Document; or

(g) The Custody Agreement is terminated except upon the simultaneous execution by the Bank and the Trust of a substantially identical custody agreement in replacement thereof, in form and substance satisfactory to the Bank.

9.	Remedies .

(a) If an Event of Default shall occur and be continuing, then or at any time thereafter, and in addition to the rights and remedies of Bank pursuant to the terms and provisions of the Loan Agreement and the Note, the Bank (itself or through an agent) is hereby authorized and empowered at its election, to sell in one or more public or private sales after seven days' notice (which notice the Trust agrees is commercially reasonable) but without any previous notice or advertisement, the whole or any part of the Securities. Any sale may be either for cash or upon credit or for future delivery, and the Bank may be the purchaser of the whole or any part of the Securities so sold and hold the same thereafter in its own right free from any claim of the Trust or any right of redemption. The Bank reserves the right to reject any and all bids at such sale which, in its sole discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be conducted by any officer or agent of the Bank.

(b) If, at the original time or times appointed for the sale of the whole or any part of the Securities, the then current market price is inadequate to discharge in full all the Obligations, or if the Securities be offered for sale in lots, if at any of such sales, the highest bid for the lot offered for sale would indicate to the Bank, in its discretion, the unlikelihood of the proceeds of the sales of all of the Securities being sufficient to discharge all the Obligations, the Bank may, on one or more occasions, postpone any of said sales by public announcement at the time of sale or the time of previous postponement of sale, and no other notice of such postponement or postponements of sale need be given, any other notice being hereby waived; provided, however, that any sale or sales made after such postponement shall be after seven days' notice to the Trust.

(c) In the event of any sale(s) hereunder the Bank shall, after deducting all costs or expenses of every kind (including, to the full extent permitted by law, attorney's fees and disbursements) for care, safekeeping, collection, sale, delivery or otherwise, apply the residue of the proceeds of the sale(s) to the payment or reduction, either in whole or in part, of the Obligations returning the surplus, if any, to the Trust.

(d) If, at any time when the Bank shall determine to exercise its right to sell the whole or any part of the Securities hereunder, such Securities or the part thereof to be sold shall not be effectively registered, for any reason whatsoever, under the Securities Act of 1933, as then in effect (or any similar statute then in effect) (the "Securities Act"), the Bank may, in its discretion (subject only to applicable Requirements of Law), sell such Securities or part thereof by private sale in such manner and under such circumstances as the Bank may deem necessary or advisable, but subject to the other requirements of this Section 9, and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Bank in its discretion (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Securities or part thereof could be or shall have been filed under said Securities Act (or similar statute), (ii) may approach and negotiate with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Securities or part thereof. In addition to a private sale as provided above in this Section 9, if any of the Securities shall not be freely distributable to the public without registration under the Securities Act (or similar statute) at the time of any proposed sale pursuant to this Section 9, then the Bank shall not be required to effect such registration or cause the same to be effected but, in its discretion (subject only to applicable Requirements of Law), may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at sale, (ii) as to the content of legends to be placed upon any certificates representing the Securities sold in such sale, including restrictions on future transfer thereof, (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person's access to financial information about the Trust and such Person's intentions as to the holding of the Securities so sold for investment, for its own account, and not with a view to the distribution thereof, and (iv) as to such other matters as the Bank may, in its discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with laws affecting the enforcement of creditors' rights and the Securities Act and all applicable state or other jurisdictions' securities laws.

(e) The Trust acknowledges that any sale under the circumstances described in this Section 9 shall be deemed to have been held in a manner which is commercially reasonable. In the event of any such sale under the circumstances described in this Section 9, the Bank shall incur no responsibility or liability for selling all or any part of the Securities at a price which the Bank may deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sales were deferred until after registration as aforesaid.

(f) The Trust agrees that it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in force in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Securities or the possession thereof by any purchaser at any sale hereunder, and the Trust waives the benefit of all such laws to the extent it lawfully may do so. The Trust agrees that it will not interfere with any right, power and remedy of the Bank provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Bank of any one or more of such rights, powers or remedies. No failure or delay on the part of the Bank to exercise any such right, power or remedy and no notice or demand which may be given to or made upon the Trust by the Bank with respect to any such remedies shall operate as a waiver hereof, or limit or impair the Bank's right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against the Trust in any respect.

10.

Waiver .

(a) The Trust waives any right to require Bank to: (i) proceed against or exhaust any security held for the Obligations, or (ii) pursue any other remedy in Bank's power whatsoever. The Trust hereby waives notice of acceptance of this Agreement, and also presentment, demand, protest and notice of dishonor of any and all of the Obligations, and promptness in commencing suit against any party thereto or liable thereon, and in giving notice to or of making any claim or demand hereunder upon the Trust.

(b) No delay on the Bank's part in exercising any power of sale, lien, option or other right hereunder, and no notice or demand which may be given to or made upon the Trust by the Bank with respect to any power of sale, lien, option or other right hereunder, shall constitute a waiver thereof, or limit or impair the Bank's right to take any action or to exercise any power of sale, lien, option, or any other right hereunder, without notice or demand, or prejudice the Bank's rights as against the Trust in any respect. No act or omission of any kind on Bank's part shall in any event affect or impair this Agreement.

11. Indemnification . The Trust agrees to indemnify and hold the Bank harmless from and against any taxes, liabilities, claims and damages, including reasonable attorney's fees and disbursements, and other expenses incurred or arising by reason of the taking or the failure to take action by the Bank, in good faith and without gross negligence or willful misconduct, under this Agreement and in respect of any transactions effected in connection with this Agreement, including, without limitation, any taxes payable in connection with the delivery or registration of any of the Securities as provided herein. The obligations of the Trust under this Section shall survive the termination of this Agreement.

12.	Miscellaneous .

(a) The Trust agrees to promptly reimburse Bank for actual out-of-pocket expenses, including, without limitation, reasonable counsel fees, incurred by the Bank in connection with the administration and enforcement of this Agreement and/or the Note and/or the Loan Agreement; provided, however, that this Section 12(a) shall not be construed as granting the Bank a security interest in any Securities for the purpose of paying such counsel fees.

(b) This Agreement shall be binding upon the Trust and the Trust's assigns, and shall inure to the benefit of, and be enforceable by, the Bank and its successors, transferees and assigns. None of the terms or provisions of this Agreement may be waived, altered, modified or amended except in writing duly signed for and on behalf of the Bank and the Trust.

13. Notices . Any notices under or pursuant to this Agreement shall be deemed duly sent when delivered by hand or when mailed by registered or certified mail, return receipt requested, or when sent by facsimile transmission, addressed as follows:

(a)

If to Bank, at
The Huntington National Bank
45 North Pennsylvania Street
INHP22
Indianapolis, IN 46204
Attention: Andrew M. Cardimen
Tel: 317-231-7905
Email: Andrew.Cardimen@huntington.com

(b)

If to the Trust

Midas Series Trust

c/o Midas Management Corporation

11 Hanover Square, 12th Floor

New York, NY 10005

Attention: Russell Kamerman, General Counsel

Tel: 212-785-0900, Ext. 275

Email: rkamerman@midasfunds.com

with a copy to:

Midas Series Trust

c/o Midas Management Corporation

11 Hanover Square, 12th Floor

New York, NY 10005

Attention: Donald Klimoski II, Assistant General Counsel

Tel: 212-785-0900, Ext. 280

Email: dklimoski@midasfunds.com

Either party may change such address by sending notice of the change to the other party.

14. Counterparts . This Agreement may be executed in any number of counterparts, which shall, collectively and separately, constitute one agreement.

15. Governing Law; Jurisdiction . All acts and transactions hereunder and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Ohio. The Trust agrees that the state and federal courts in Franklin County, Ohio or any other court in which Bank initiates proceedings have exclusive jurisdiction over all matters arising out of this Agreement, and that service of process in any such proceeding shall be effective if mailed to the Trust at its address described in the Notices section of this Agreement. BANK AND THE TRUST HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST ANY OTHER ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SIGNATURES ON FOLLOWING PAGE

IN WITNESS WHEREOF , the parties hereto have caused this Pledge and Security Agreement to be duly executed as of the date first above written.

MIDAS SERIES TRUST , "Trust", on behalf and for the benefit of each of its series, severally and not jointly

By:

Name: _________________________

Title:

THE HUNTINGTON NATIONAL BANK , "Bank"

By:

Name: Andrew M. Cardimen

Title: Senior Vice President

EXHIBIT 1.1
TO PLEDGE AND SECURITY AGREEMENT

BETWEEN

MIDAS SERIES TRUST,

AND

THE HUNTINGTON NATIONAL BANK

PARTICIPATING FUNDS

Fund	Investment Adviser	Date Added
Midas Fund	Midas Management Corporation	June 18, 2018
Midas Magic	Midas Management Corporation	June 18, 2018

MIDAS SERIES TRUST , "Trust", on behalf and for the benefit of each of its series, severally and not jointly

By:

Name: Russell Kamerman

Title: General Counsel

THE HUNTINGTON NATIONAL BANK , "Bank"

By:

Name: Andrew M. Cardimen

Title: Senior Vice President

ANNEX 1

TO PLEDGE AND SECURITY AGREEMENT

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

CONTROL AGREEMENT

This Control Agreement (this "Agreement"), dated June 18, 2018, is by and among MIDAS SERIES TRUST , a Delaware statutory trust (the "Trust") executing this Agreement on behalf and for the benefit of those investment series set forth in Exhibit A, severally and not jointly (the "Funds" and each, a "Fund"), THE HUNTINGTON NATIONAL BANK , a national bank ("Bank"), and THE HUNTINGTON NATIONAL BANK , a national bank (the "Custodian").

WHEREAS, the Trust and the Custodian are parties to a certain Custody Agreement(s) whereunder Custodian holds custody of various assets of Borrower, which include the Collateral Account(s), as defined and listed below; and

WHEREAS, the Trust and Bank have entered into the Pledge Agreement dated as of June 18, 2018; and

WHEREAS, Bank, the Trust and the Custodian are entering into this Agreement to provide for Bank's control of the Collateral Account(s) and the financial assets and other property held in the Collateral Account(s).

NOW THEREFORE, for valuable consideration, the parties hereto agree as follows:

1. Establishment of Collateral Account(s) . The Custodian hereby confirms and agrees that:

1.1 Custodian has established the following account(s) (the "Collateral Account(s)"), in the name of the Trust.

Fund	Collateral Account Numbers
Midas Fund	1041016880
Midas Magic	1041016889

1.2 The Custodian is, and at all times hereafter will be, acting in the capacity of "Securities Intermediary" (as such term is defined in Article 8 of the Uniform Commercial Code as adopted by the State of Ohio (the "UCC")) in respect of all Securities or other property credited to the Collateral Account(s).

1.3 All securities or other property underlying any financial assets credited to the Collateral Account(s) shall be registered in the name of the Custodian, indorsed to the Custodian or in blank and in no case, will any financial asset credited to a Collateral Account be registered in the name of the Borrower, payable to the order of the Borrower or specially indorsed to the Trust except to the extent the foregoing have been specially indorsed to the Custodian or in blank.

2. Collateral Account Control .

2.1 Bank Security Interest . The Trust has granted Bank a security interest in the Collateral and Collateral Account(s).

2.2 Control . Custodian will comply with the entitlement order(s) (as defined in the UCC) or other instruction(s) received from the Trust until Custodian receives a written notice from Bank instructing Custodian that Bank is exercising its right to exclusive control over the Collateral Account(s). Such notice, which shall be substantially in the form attached hereto as Exhibit B , is referred to herein as a "Notice of Exclusive Control". After Custodian receives a Notice of Exclusive Control and Custodian has a reasonable time to act thereon, Custodian shall thereafter comply only with the entitlement order(s) (as defined in the UCC) or other instruction(s) received from Bank with respect to the Collateral and the Collateral Account(s) without further consent of Trust or any other Person. If the Custodian receives conflicting entitlement orders or instructions from the Trust and the Bank, the Custodian shall follow the instructions or entitlement orders originated by the Bank.

3. Limited Responsibility of Custodian .

3.1 The Custodian shall have no responsibility or liability to Bank for complying with entitlement orders or other instructions originated by the Trust concerning the Collateral Account(s) or any Collateral, prior to Custodian receiving a Notice of Exclusive Control and Custodian having had a reasonable time to act thereon.

3.2 The Custodian shall have no responsibility or liability to the Trust, for complying with a Notice of Exclusive Control or complying with entitlement orders or other instructions originated by Bank concerning the Collateral Accounts or any Collateral. The Custodian shall have no duty to investigate or make any determination as to whether any entitlement order or Notice of Exclusive Control is appropriate whether or not the Trust may allege that such entitlement order or Notice of Control is inappropriate. Upon Bank issuing a Notice of Exclusive Control, the Trust agrees not to issue any request or instructions to Custodian to make trades of securities held in the Collateral Account(s) or to transfer or withdraw any financial assets, cash or other property from the Collateral Account(s) without the prior written consent of Bank.

3.3 Notwithstanding any provision contained herein or in any other document or instrument to the contrary, Custodian shall not be liable for any action taken or omitted to be taken at the instruction of Bank or the Trust, as applicable, or any action taken or omitted to be taken under or in connection with this Agreement, except for Custodian's own gross negligence or willful misconduct in carrying out such instructions.

4. Distributions; Tax Reporting . Custodian shall credit to the Trust's custodial account(s) all interest, dividends and other income received by Custodian on the Collateral, unless Custodian has received a Notice of Exclusive Control and has had a reasonable time to act thereon. All items of income, gain, expense and loss recognized in the Collateral Account(s) shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of Trust.

5. Duties and Services of Custodian .

5.1 The Custodian shall have no duties, obligations, responsibilities or liabilities with respect to the Collateral or the Collateral Account(s) except as and to the extent expressly set forth in this Agreement (and as between the Trust and Custodian the Custody Agreement), and no implied duties of any kind shall be read into this Agreement against Custodian including, without limitation, the duty to preserve, exercise or enforce rights in the Collateral and Collateral Account(s).

5.2 Instructions under this Agreement from the Trust's authorized representative given in accordance with the terms of the Custody Agreement shall also constitute proper instructions under the Custody Agreement.

5.3 Bank agrees to provide to Custodian, on Exhibit C attached hereto, the names and signatures of authorized parties who may give written notices, instructions or entitlement orders concerning the Collateral Account(s).

5.4 Notwithstanding anything to the contrary in this Agreement, Bank and the Trust hereby further acknowledge and agree that any Collateral issued outside the United States ("Foreign Security System Assets") which may be held by Custodian, a sub-custodian within Custodian's network of sub-custodians (each a "Sub-Custodian") or a depository or book-entry system for the central handling of securities and other financial assets in which Custodian or the Sub-Custodian are participants may not permit the Trust to have a security entitlement under the UCC with respect to such Foreign Security System Assets (and such property shall be deemed for purposes of this Agreement not to be a financial asset held within the Collateral Account(s)). The parties hereby further acknowledge that Custodian gives no assurance that a security entitlement is created under the UCC with respect to any assets held in Euroclear or Cedelbank or their successors.

6. Indemnification of the Custodian .

6.1 The Trust and Bank hereby agree that Custodian is released from any and all liabilities to the Trust and Bank arising from the terms of this Agreement and the compliance of Custodian with the terms hereof, except to the extent that such liabilities arise from Custodian's gross negligence or willful misconduct. In no event shall Custodian be liable under this Agreement to the Trust or Bank or any Person claiming by through or under the Trust or Bank for consequential or special damages, even if Custodian has been advised of the possibility or likelihood of such damages. This provision shall survive the termination of this Agreement.

6.2 As between the Trust and Custodian, Custodian shall be and remains entitled to all of the rights, indemnities, powers, and protections in its favor under the Custody Agreement, which shall apply fully to Custodian's actions and omissions hereunder. This provision shall survive the termination of this Agreement. In addition to such the rights, indemnities, powers, and protections set forth in the Custody Agreement, Trust hereby agrees to hold harmless, indemnify, and defend Custodian, and its affiliates, successors, assigns, officers, directors, employees, and agents, against all losses, liabilities, claims, litigation, demands, suits, costs ( including reasonable attorneys' fees), disbursements, or expenses incurred as a result of the assertion of any claim by any person or entity arising out of or otherwise arising from or in connection with or related to this Agreement, including any that may be incurred in performing its duties or responsibilities pursuant to the terms of this Agreement, except to the extent the losses, liabilities, claims, litigation, demands, suits, costs, disbursements, or expenses are a direct result of Custodian's gross negligence or willful misconduct.

6.3 As between Custodian and Bank, Bank will hold harmless, indemnify, and defend Custodian, and its affiliates, successors, assigns, officers, directors, employees, and agents, against all losses, liabilities, claims, litigation, demands, suits, costs, disbursements, or expenses arising out of entitlement orders and any other instructions given by Bank to Custodian under this Agreement or actions taken by Custodian in compliance with entitlement orders originated by Bank, or otherwise following instructions of Bank hereunder, including reasonable attorneys' fees and disbursements, except to the extent the losses, liabilities, claims, litigation, demands, suits, costs, disbursements, or expenses are a direct result of Custodian's gross negligence or willful misconduct. This provision shall survive the termination of this Agreement.

7. Custodian Representations . The Custodian agrees and confirms, as of the date hereof, and at all times until the termination of this Agreement that it has not entered into, and until the termination of this Agreement will not enter into, any agreement (other than the Custody Agreement) with any other person or entity relating to the Collateral or the Collateral Account(s) under which it has agreed to comply with entitlement orders (as defined in Section 8-102 of the UCC) of such other person or entity.

8. Access To Reports . The Custodian will provide to Bank a copy of a statement of the Collateral Account(s) on each business day; provided, however, that Custodian's failure to forward a copy of such statement to Bank shall not give rise to any liability hereunder.

9. Fees and Expenses of Custodian . In addition to the terms of the Custody Agreement, the Trust hereby agrees to pay and reimburse Custodian for any advances, costs, expenses (including, without limitation, reasonable attorney's fees and costs) and disbursements that may be paid or incurred by Custodian in connection with this Agreement or the arrangement contemplated hereby, including any that may be incurred in performing its duties or responsibilities pursuant to the terms of this Agreement. This provision shall survive the termination of this Agreement.

10. Liens; Advances; Right of Offset . Any fees, expenses or other amounts that may be owing to Custodian from time to time pursuant to the terms hereof or of the Custody Agreement shall be secured by any lien, encumbrance and other rights that Custodian may have under the Custody Agreement or applicable law; and Custodian shall be entitled to exercise such rights and interests against the Collateral and Collateral Account(s) in accordance with the terms of the Custody Agreement. Without limiting the generality of the foregoing, Bank furthermore agrees that (a) if Custodian, at its option without any liability or obligation to do so, advances cash or investments to the Collateral Account(s) for any purpose (including but not limited to securities settlements, foreign exchange contracts, assumed settlement or account overdraft) for the benefit of the Trust, any property at any time held pursuant to this Agreement shall be security therefor and, should Trust fail to repay Custodian promptly, Custodian shall be entitled to utilize available cash and/or to liquidate assets in the Collateral Account(s) to the extent necessary to obtain reimbursement; and (b) Custodian shall be entitled to utilize available cash and/or to liquidate assets in the Collateral Account(s) for the payment of fees, cost and expenses owing to Custodian with respect to the Collateral Account(s), and all costs and expenses that may be paid or incurred by Custodian in connection with this Agreement, including, without limitation, any that may be incurred in performing Custodian's duties under this Agreement pertaining to instructions or entitlement orders or a Notice of Exclusive Control issued by Bank.

11. Notices . Any notice, instruction or other instrument required to be given hereunder requests and demands to or upon the respective parties hereto shall be in writing and may be sent by hand, or by facsimile transmission, telex, or delivery by any recognized delivery service, prepaid or, by certified or registered mail, postage prepaid, and addressed as follows, or to such other address as any party may hereafter notify the other respective parties hereto in writing:

(a)	If to Custodian, then:

The Huntington National Bank

7 Easton Oval/EA4E95

Columbus, OH 43219

Attn: Kevin Speert

Tel: 614-331-9838

Email: Kevin.Speert@Huntington.com

(b)	If to Bank, then:

The Huntington National Bank

45 North Pennsylvania Street

INHP22

Indianapolis, IN 46204

Attn: Andrew M. Cardimen

Tel: 317-231-7905

Email: Andrew.Cardimen@huntington.com

(c)	If to Trust, then:

Midas Series Trust

c/o Midas Management Corporation

11 Hanover Square, 12th Floor

New York, NY 10005

Attention: Russell Kamerman, General Counsel

Tel: 212-785-0900, Ext. 275

Email: rkamerman@midasfunds.com

with a copy to:

Midas Series Trust

c/o Midas Management Corporation

11 Hanover Square, 12th Floor

New York, NY 10005

Attention: Donald Klimoski II, Assistant General Counsel

Tel: 212-785-0900, Ext. 280

Email: dklimoski@midasfunds.com

12. Amendment . No amendment or modification of this Agreement will be effective unless it is in writing and signed by each of the parties hereto. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but such counterparts together shall constitute one and the same instrument.

13. Termination . This Agreement shall continue in effect until Bank has notified Custodian in writing that this Agreement or its interest in the Collateral Account(s) is terminated. Upon receipt of such notice, Bank shall have no further right to originate instructions with respect to the Collateral or Collateral Account(s) and any previous Notice of Exclusive Control delivered by the Bank shall be deemed to be of no further force and effect.

14. Severability . In the event any provision of this Agreement is held illegal, void or unenforceable, the remainder of this Agreement shall remain in effect.

15. Successors; Assignment . This Agreement shall be binding upon the parties hereto and their respective successors and assigns. No party may assign or transfer any of its rights or obligations hereunder without the prior written consent of the other parties hereto.

16. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to the conflict of law provisions thereof and the jurisdiction of Custodian for purposes of this Agreement shall be the State of Ohio. The Trust and Bank agree that the state and federal courts in Franklin County, Ohio or any other court in which Custodian initiates proceedings have exclusive jurisdiction over all matters arising out of this Agreement, and that service of process in any such proceeding shall be effective if mailed to the Trust or Bank at its addresses described in the Notices section of this Agreement. EACH OF THE PARTIES HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OTHER PARTY ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

17. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but such counterparts together shall constitute one and the same instrument.

18. Headings . Any headings appearing on this Agreement are for convenience only and shall not affect the interpretation of any of the terms of this Agreement.

SIGNATURE PAGE TO FOLLOW

IN WITNESS WHEREOF, the undersigned have executed this Agreement under their respective seals as of the date first written above.

THE HUNTINGTON NATIONAL BANK, as Custodian

By:

Name:

Title:

Its duly authorized officer

THE HUNTINGTON NATIONAL BANK,

as Bank

By:

Name: Andrew M. Cardimen

Title: Senior Vice President

Its duly authorized officer

MIDAS SERIES TRUST, as Trust, on behalf and for the benefit of each of its series, severally and not jointly

By:

Name: Russell Kamerman

Title: General Counsel

Its duly authorized officer

Exhibit A

To the

Control Agreement

Participating Funds

Midas Fund

Midas Magic

Exhibit B

[Bank letterhead]

The Huntington National Bank

7 Easton Oval/EA4E95

Columbus, Ohio 43219

Attention: Kevin Speert

NOTICE OF EXCLUSIVE CONTROL

We hereby instruct you pursuant to the terms of that certain Control Agreement dated as of June 18, 2018, (as from time to time amended and supplemented, the "Control Agreement") among the undersigned, The Huntington National Bank (together with its successors and assigns), Midas Series Trust (the "Borrower") and you, as Custodian, that you (i) shall not follow any instructions or entitlement orders of Borrower in respect of the Collateral Account(s) or the Collateral assets held by you for Midas Series Trust (as each such capitalized term is defined in the Control Agreement), and (ii) unless and until otherwise expressly instructed by the undersigned, Custodian shall exclusively follow the entitlement orders and instructions of the undersigned in respect of the Collateral Account(s) or the Collateral Account(s) assets.

Very truly yours,

THE HUNTINGTON NATIONAL BANK

By:

Authorized Signatory

cc: Midas Series Trust

Midas Management Corporation

Exhibit C

[Bank letterhead]

The Huntington National Bank

7 Easton Oval/EA4E95

Columbus, Ohio 43219

Attention: Kevin Speert

The Huntington National Bank, (the "Bank"), hereby certifies that the persons whose names appear below are authorized to act on its behalf, including the authorization to give instructions, with respect to the Control Agreement among the undersigned, The Huntington National Bank (together with its successors and assigns), Midas Series Trust (the "Borrower") and you, as Custodian, dated as of June 18, 2018. The Bank further certifies that the true signature of each such person is set forth below opposite his/her name, and that Custodian may rely upon this certificate until such time as it receives another certificate bearing a later date and has had a reasonable opportunity to act thereon.

NAME SIGNATURE

Andrew Cardimen _________________________

Karen S. Wheatley _________________________

Joseph Breen _________________________

Jan Smith _________________________

THE HUNTINGTON NATIONAL BANK

BY:

TITLE: Senior Vice President

DATE:

APPENDIX B
TO CREDIT AGREEMENT

BETWEEN

MIDAS SERIES TRUST

AND

THE HUNTINGTON NATIONAL BANK

AUTHORIZATION LETTER

_____________, 2018

Andrew Cardimen

The Huntington National Bank

45 North Pennsylvania Street

INHP22

Indianapolis, IN 46204

Ladies and Gentlemen:

This letter will serve as a notification that Midas Series Trust (the "Trust") and Midas Management Corporation (the "Investment Advisor") have the power and authority to request and enter into borrowings on behalf of those investment series set forth on Exhibit 1.1 (the "Funds" and each a "Fund") pursuant to that certain Credit Agreement between the Trust and The Huntington National Bank dated as of even date herewith ("Credit Agreement"). The Trust is the Borrower referenced in the Credit Agreement. The Adviser is the investment adviser for the Trust registered under the Investment Advisers Act of 1940 with SEC registration number 801-04316.

The Trust and the Investment Advisor hereby expressly authorize The Huntington National Bank (the "Custodian") as the Borrower's designated representative on behalf of the Funds, without any further oral or written instruction, (a) to request advances from The Huntington National Bank (the "Bank") under the Credit Agreement for the purposes set forth therein on each occasion where a Fund has daily cash needs in excess of the amount of cash then available in the Fund's Trust Custody Account, and (b) to immediately apply when available the cash held by the Custodian on behalf of the Fund to the repayment of principal and interest of the amounts due by the Fund under the Credit Agreement.

The Trust and the Investment Advisor hereby acknowledge and agree that all securities of a Fund are to be pledged as security for any and all advances made to the Fund under the Credit Agreement pursuant to the terms of the Pledge and Security Agreement to be entered into between the Bank and the Borrower (the Pledge Agreement") and upon the delivery of a Report of Pledged Securities to the Bank. The Trust and the Investment Adviser hereby authorize and direct the Custodian to execute on behalf of the Fund, a Report of Pledged Securities granting to the Bank a security interest in securities owned by the Fund in an amount equal to the Loan.

Notwithstanding the authority granted to the Custodian in this Authorization Letter, the Trust and the Investment Adviser shall be at all times responsible for ensuring that the borrowings made by a Fund under the Credit Agreement do not violate the Investment Company Act of 1940 or any of the rules and regulations thereunder. A Fund shall from time to time promptly inform the Custodian of any applicable limitations, restrictions and/or prohibitions on borrowings by the Fund under any agreement binding upon or affecting the Fund.

Nothing in this Authorization Letter shall obligate the Custodian to request any advances under the Credit Agreement. To the extent that the Custodian takes any actions contemplated by this Authorization Letter, the Custodian shall be held to the exercise of reasonable care and shall be without liability to a Fund for any loss, damage, cost, expense (including attorneys' fees and disbursements), liability or claim unless arising from the gross negligence, bad faith or willful misconduct of the Custodian. The Custodian shall not be under any obligation at any time to ascertain whether a Fund is in compliance with the Investment Company Act of 1940, the rules and regulations thereunder, any other laws, rules or regulations applicable to the Trust or the Fund, the provisions of the Trust's charter documents or by-laws, or the Fund's investment objectives and policies as then in effect.

Nothing contained in this Agreement shall be deemed to modify or amend the Custody Agreement in effect between the Custodian and the Borrower. The obligations and liabilities of the Bank and the Borrower shall be as set forth in the Credit Agreement and related loan documents.

The Trust and the Investment Adviser hereby expressly authorize the Bank to act upon the oral and/or written instructions of the Custodian as the Funds' authorized designated representative, in making advances to the Fund under the Credit Agreement. The authorizations and designations set forth in this Authorization Letter shall remain in force as to a Fund until delivery to the Custodian and the Bank of written notice by Trust revoking such authorizations and designations.

SIGNATURE PAGE TO FOLLOW

Sincerely yours,

Midas Series Trust on behalf and for the benefit of each of its series, severally and not jointly

By:

Name:

Title:

Midas Management Corporation

By:

Name:

Title:

Exhibit 1.1

To the

Authorization Letter

Participating Funds

Date : June 18, 2018

Midas Fund

Midas Magic

$6,000,000 for Midas Fund	Indianapolis, IN
$4,000,000 for Midas Magic	June 18, 2018