August 28, 2012

Northern Lights Fund Trust, III

450 Wireless Blvd.

Hauppauge, NY 11788

Re:

Northern Lights Fund Trust III - File Nos. 333-178833 and 811-22655

Gentlemen:

A legal opinion (the “Legal Opinion”) that we prepared was filed with Pre-Effective Amendment No. 1 to the Northern Lights Fund Trust III Registration Statement.  We hereby give you our consent to incorporate by reference the Legal Opinion into Post-Effective Amendment No. 9 under the Securities Act of 1933 (Amendment No. 10 under the Investment Company Act of 1940) (the “Amendment”) and consent to all references to us in the Amendment.

Very truly yours,

/s/ THOMPSON HINE LLP

THOMPSON HINE LLP

CUSTODY AGREEMENT

THIS CUSTODY AGREEMENT (“Agreement”), dated as of June 7, 2012, 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 NORTHERN LIGHTS FUND TRUST III, a statutory trust formed under the laws of the State of DELAWARE ( “Trust” ).

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 Trust wishes to employ Custodian to act as its custodian and as the foreign custody manager for the Trust to provide for the custody and safekeeping of the assets of the Trust as required by the Act, and to provide related services, all as provided herein, and 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 Trust 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:

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

1934 Ac t 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 Trust, or paid to third parties for account of the Trust or in discharge of any expense, tax or other item payable by the Trust.

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 Trust, who is duly authorized by a Trust Officer, pursuant to authority delegated by the Board of Trustees of the Trust, to give Instructions on behalf of the Trust or any Fund in accordance with Section 4 herein, as named in Appendix A attached hereto or in a certificate of a Trust Officer provided to the Custodian.

Board of Trustees shall mean the Trustees from time to time serving under the Trust's Agreement and Declaration of Trust, as from time to time amended.

Book-Entry System shall mean a federal book-entry system as provided in Subpart 0 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 0.

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

Delegation Schedule shall mean the 17f-5 Delegation Schedule attached hereto as Appendix E, entered into between the Custodian and the Trust or its authorized representative with respect to certain matters concerning the administration of any Investments of a Fund 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 Trust.

Eligible Foreign Custodian shall have the meaning set forth in the 17f-5 Delegation Schedule attached hereto as Appendix E.

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

Fund(s ) shall mean each series of the Trust as set forth on Appendix B hereto, which automatically shall be updated to add (or delete) any series of the Trust authorized by the Board of Trustees that opens (or closes) an account with the Custodian.  A series is individually referred to as a "Fund" and all series of the Trust collectively are referred to herein as the "Funds."

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 the Trust and/or 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, Assistant Treasurer or Chief Compliance Officer of the Trust.

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 Trust 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 executed consistent with such Oral Instructions.

Prospectus shall mean with respect to each Fund, the Fund's then currently effective prospectus and Statement of Additional Information, as filed with and declared effective from time to time by the Securities and Exchange Commission.

SEC shall mean the U.S. Securities and Exchange Commission.

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 investment company, 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 or Appendix E hereto, but shall not include Securities Depositories.

Trust shall mean the business trust which is the party to this Agreement, and which is an open-end management investment company registered under the Act.

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 or e-mail. All written communications shall be directed to the Custodian, attention: Institutional Trust Custody Group.

1.               Appointment of Custodian; Acceptance.   Trust hereby designates, constitutes, and appoints Custodian as custodian for all Investments and cash owned by each Fund at any time during this Agreement, and Custodian hereby accepts such appointment and agrees to perform the duties thereof as provided in this Agreement. By the execution of the 17f-5 Delegation Schedule attached hereto as Appendix E , the Trust designates the Custodian as its delegate to perform certain functions with respect to the custody of any Foreign Assets held by a Fund outside the United States. The Custodian hereby accepts such appointment and agrees to perform the duties as provided in such Appendix E.

2.               Furnishing of Documents; and Representations and Warranties of Trust.

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

1)  A copy of the Declaration of Trust of the Trust certified by the Secretary.

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

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

4)  A copy of the then current Prospectuses.

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

In addition, the Trust 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 Trust : The Trust makes the following representations and warranties to Custodian:

2.2.1    The obligations of the Trust set forth in this Agreement have been authorized by the Trust's  the Board of Trustees, acting as such Trustees for and on behalf of the Trust, pursuant to the authority vested in them under the laws of the State of its incorporation, the Declaration of Trust and the By-Laws of the Trust, provided, however, that this Agreement has been executed by Officers of the Trust 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 and then only to the extent of the assets of the respective Fund.

2.2.3   Appendix A sets forth the names and the signatures of all Authorized Persons as of this date, as certified by Trust.  Trust 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    This Agreement to the best of Trust's  knowledge, does not violate any constitutive document, agreement, judgment, order or decree to which the Trust 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, a Fund shall be deemed to have confirmed to the Custodian that the Fund has (i) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (ii) made all determinations required to be made by the Fund under Applicable Law, and (iii) appropriately and adequately disclosed to all persons who have rights in or to such Investments, all material investment risks.

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 Trust hereby (i) authorizes 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; (ii) represents, warrants and covenants that Trust has accepted and agreed to comply with all Applicable Law, terms and conditions to which each Fund and/or a Fund's  Investment may be bound, including  without limitation, requirements imposed by the Investment 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 Custodian will not be responsible for the accuracy of any information provided to Custodian by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) represents, warrants and covenants that Trust will not effect any sale, transfer or disposition of Investment(s) held in Custodian's name by any means other than the issuance of an Written Instructions by the Trust to Custodian; (v) acknowledges that Money Market Securities in which the Funds invest may pay to Custodian or its affiliates certain fees (including without limitation, advisory fees, shareholder servicing and/or 12b-l fees) in respect of the Funds' investments in such Securities; (vi) represents, warrants and covenants that Trust will provide 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 Custodian in writing, that Trust is not a "Plan" (which term includes (1) employee benefit plans that are subject to the United States ("US") 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 Custodian.

3.1     Custodian hereby represents and warrants that it is a national bank duly organized under the laws of the United States of America and that this Agreement has been duly executed by the Custodian and to the best of Custodian's knowledge will not violate any Applicable Law or any agreement, instrument judgment order or decree which Custodian is a party or to which it is bound.

4.              Instructions.

4.1      Authorized Persons.  The Custodian may treat any Authorized Person as having full authority of the Trust 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 Custodian to the contrary.

4.2      Form of Instruction.  Each Instruction, other than Oral Instructions, shall be transmitted by such secured or tested e-mail as Custodian shall make available to the Trust from time to time unless the Trust shall elect to transmit such Written Instruction in accordance with Subsections (a) through (c) of this Section.

(a)      Written Instructions .  Written Instructions may be transmitted in a writing that bears the manual signature of an Authorized Person.

(b)      Custodian Designated Secured-Transmission Method.  Instructions may be transmitted through a secured or tested e-mail by the Trust 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.

(c)      Other Forms of Instruction.  Instructions may also be transmitted by another means determined by the Trust 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 (b), above) including Oral Instructions, and Instructions by SWIFT, facsimile or e-mail.

When an Instruction is given by means established under Subsections (a) through (c), 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 Custodian from an Authorized Person, 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. Oral Instructions shall be confirmed 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 Trust 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 Trust. The Trust agrees that the Custodian shall incur no liability to the Trust 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 Person 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 person 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 may give prompt notice of such determination to the Trust, and the Trust 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  Trust  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 Trust.

5              Purchase and Sale of Investments.

5.1      Delivery of Investments. During the term of this Agreement, Trust will deliver or cause to be delivered to the Custodian all Investments to be held by the Custodian for the account of any Fund. 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 Trust, 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 Trust 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 Trust's distributor or Dividend and Transfer Agent or from the Trust 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 . Promptly after each purchase of Investments by a Fund, the Fund 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:

1)  Name of the issuer and the title of the securities;

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

3)  Date of purchase and settlement;

4)  Purchase price per unit;

5)  Total amount payable;

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

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

8)  Name of the Fund for which the purchase was made.

The Custodian shall, against receipt of Investments purchased by or for a 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 .  Promptly after each sale of Investments by a Fund, the Trust 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:

1)  Name of the issuer and the title of the Investments;

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

3)   Date of sale and settlement;

4)    Sale price per unit;

5)   Total amount receivable;

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

7)  Name of the person to whom such Investments are to be delivered, and

8)  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 made on a delivery versus payment basis in accordance with generally accepted trade practices, or the terms of the instrument representing such Investment.  The Custodian may, in its sole discretion, upon receipt of Written Instructions, elect to settle a purchase or sale transaction in some other manner, but only upon receipt of acceptable indemnification from the Fund.

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, 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 each Fund. Cash and/or Investments may be transferred into such account or accounts for specific purposes, to-wit:

1)      In accordance with the provision of any agreement among the Trust, 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;

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

3)      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 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;

4)

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

5)      For other proper corporate purposes, but only upon receipt of, in addition to Instructions, a copy of a resolution of the Board of Trustees, certified by an Officer, setting forth the purposes 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, 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 Investments are in deliverable form. 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, Custodian may, in its sole discretion, 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 Custodian to Trust 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 Custodian on similar loans.

5.7.      Safekeeping of Funds'  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 a 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 a 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 applicable Fund the fair market value of such Investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss, or, such other lesser amount as shall be agreed by the parties.

6.

Administrative Duties of Custodian.

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

A.   Segregation  of Non-Cash Assets; Use of Securities Depositories.  All Investments  and non-cash property 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 non-cash property in the possession of the Custodian (including the Investments and non-cash property 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 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 the assets held for the benefit of clients of the Custodian's generally on its own books.

B.   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 Trust 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 a 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.

C.   Duties of Custodian as to Securities .  Unless otherwise instructed by the Trust, with respect to all Investments held for a Fund, the Custodian shall:

1)

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

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

3)      Surrender interim receipts or Investments in temporary form for Securities in definitive form; and

4.)     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.

D.   Certain Actions Upon Written Instructions.  Upon receipt of a Written Instructions and not otherwise, the Custodian shall:

1)      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 Trust as beneficial owner of any Investments may be exercised;

2)      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;

3)      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;

4)      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 the Trust; and

5)      Deliver any Securities held for any Fund to the depository agent for tender or other similar offers.

E. Custodian to Deliver Proxy Materials.  The Custodian shall promptly deliver to the Trust all notices, proxy material and executed but unvoted proxies pertaining to shareholder meetings of Securities held by any Fund.  The Custodian shall not vote or authorize the voting of any Securities or give any consent, waiver or approval with respect thereto unless so directed by Written Instructions.

F.   Custodian to Deliver Tender Offer Information.  The Custodian shall promptly deliver to the Trust 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, or expiration of rights. If the a Fund desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Fund's adviser shall notify the Custodian as promptly as possible prior to the date on which the Custodian is to take such action.  A Fund's adviser will provide or cause to be provided to the Custodian all relevant information for any Investment which has unique put/option provisions as promptly as possible prior to the beginning date of the tender period.

G.   Custodian to Deliver Security and Transaction Information .  On each Business Day that the Federal Reserve Bank is open, the Custodian shall furnish the Trust with a detailed statement of monies held for each Fund under this Agreement and with confirmations and a summary of all transfers to or from the account of the Fund. At least monthly and from time to time, the Custodian shall furnish the Trust with a detailed statement of the Securities held for each Fund under this Agreement.  Where Securities are transferred to the account of each Fund without physical delivery, the Custodian shall also identify as belonging to the Fund a quantity of Securities in a fungible bulk of Securities registered in the name of the Custodian (or its nominee) or shown on the Custodian's account on the books of the Book-Entry System or the Depository.  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 Trust and the Custodian.

6.2      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 a 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 a 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 Trust as to which it 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 arrangement and, in accordance with Written Instruction, to include such arrangements in reports made to the Trust.

6.3      Ownership Certificates and Disclosure of the Custodian's Interest.  The Custodian is hereby authorized to execute on behalf of the Trust 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 Trust with respect to Investments, or in connection with the sale, purchase or ownership of Investments.

6.4      Declaration of Dividends . The Trust shall furnish to the Custodian a certification from a Trust Officer, acting on authority delegated by the Board of Trustees, either (i) setting forth the date of the declaration of any dividend or distribution in respect of Shares of any Fund, 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, or (ii) authorizing the declaration of dividends and distributions in respect of Shares of a Fund on a daily basis and authorizing the Custodian to rely on Written Instructions setting forth the date of the declaration of any such dividend or distribution, 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 resolution or 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.

6.4.1    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 a Fund so that they are available for such payment.

6.4.2    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.

6.4.3    Payment of Custodian Fees . Upon receipt of Written Instructions directing payment, the Custodian shall disburse moneys from the assets of each Fund in payment of the Custodian's fees and expenses as provided in this Agreement. Any amounts owed or liabilities incurred by a Fund in respect of any custodial transaction, fees or otherwise under this Agreement shall be satisfied solely from assets of that Fund, and not from any other Fund.

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

6.5      Other Dealings .  The Custodian shall otherwise act as directed by Instruction, including without limitation effecting 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.

6.6      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, & Borrowings.

7.1      Cash Deposits.  During the term of this Agreement, Trust will deliver or cause to be delivered to 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 Trust hereby authorizes the Custodian to open and maintain, with itself or with Sub-custodians,  cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which a Fund maintains Investments or in such other currencies as Trust 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 any of its cash accounts. Custodian shall be entitled to reverse any deposits made on Trust's or any Fund's behalf where such deposits have been entered and moneys are not finally collected within 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 the Trust, coupled with the name of such Fund. Custodian shall hold all cash received by it for the account of the Trust or any Fund in accordance with Rule 17f-3 under the Act. Such accounts collectively 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 name of the Trust or the Sub-custodian or in the name of its Sub-custodian for its customers generally (Agency Accounts). Such deposits shall be obligations of the Sub-custodian, and shall be treated as an Investment of the Trust. Accordingly, the Custodian shall be responsible for exercising reasonable care in the administration of such accounts but shall not be liable for their repayment in the event such Sub-custodian by reason of its bankruptcy,  insolvency or otherwise, fails to make repayment through no fault of the 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 the Trust, 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 the Trust.  Each such account shall be subject to the terms and conditions of this Agreement and the Trust 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.  Each 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 such Fund.

7.4      Foreign Exchange Transactions . The Custodian shall, subject to the terms of this Section, 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 Trust 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 a Fund on the same basis, if any, that it performs duties as agent for the Trust 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 (including any Sub-custodian) 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 free outgoing payments of cash in the form of Dollars or foreign currency without 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 the Trust's foreign exchange spot or forward transactions, foreign exchange swap transactions and similar foreign exchange transactions, process settlements  using the banking facilities selected by 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.  Each Fund 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 such Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange contracts and options.

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 a 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.

7.6      Borrowings; Advances .  In connection with any borrowings by a Fund, such Fund will cause to be delivered to the Custodian by a bank or broker requiring securities 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 bank or broker setting forth the amount of collateral.  A Fund shall promptly deliver to the Custodian Written Instructions specifying with respect to each such borrowing: (a) the name of the bank or broker, (b) the amount and terms of the borrowing, which may be set forth by incorporating by reference an attached promissory note duly endorsed by a Fund, 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 payable to the Fund on the borrowing date, and (f) the description of the securities 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 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, in the manner directed by the Fund, such securities as additional collateral, as may be specified in Written Instructions, to secure further any borrowing transaction. A Fund shall cause all securities 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. Without limiting the foregoing, i f in connection with this Agreement the Custodian makes an advance to facilitate settlement or otherwise for the benefit of a Fund, or if such settlement results in an overdraft of the Fund’s account with Custodian and such overdraft or advance is not evidenced by a borrowing pursuant to the foregoing, then such Fund:

(i)

shall have no right, title or interest in or to any securities or investments purchased with such advance until such Fund reimburses Custodian for the amount of such advance or overdraft;

(ii)

acknowledge that the Custodian has an automatically perfected statutory security interest in any securities or other investments purchased with any such advance or causing such overdraft pursuant to Section 9-206 of the Uniform Commercial Code as in effect in the State of Ohio from time to time;

(iii)

grants to the Custodian a lien and security interest up to the amount of such overdraft or advance in the other securities, funds, investments of such Fund in Custodian’s possession.

8.       Domestic Sub-custodians; Securities Depositories.   The Trust hereby authorizes the Custodian to utilize domestic Securities Depositories to act on behalf of the Trust and any Fund 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 Custodian under this Agreement provided, however, that the appointment of such Agents and Sub-custodians shall not relieve the Custodian of its obligations under this Agreement. The list of the Custodian's current Agents and Sub-custodians is attached hereto on Appendix C. With respect to securities 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. A Fund shall reimburse the Custodian for all costs incurred by the Custodian in connection with opening accounts on behalf of the Fund with any such Agents or Sub-custodians.  Upon request, the Custodian shall promptly forward to the Trust any documents it receives from any Agent or Sub-custodian appointed hereunder which may assist trustees of registered investment companies to fulfill their responsibilities under the 1940 Act.

8.1      Domestic Subcustodians 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 Trust or of the Securities and Exchange Commission. 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 Trust or the Funds as a Sub-custodian for purposes of holding Investments of a Fund in the United States.

8.2      Responsibility for Sub-Custodians . The Custodian shall be liable to the Trust for any direct loss or actual damage to the Trust 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 in accordance with the terms of the relevant Sub-Custodian agreement under the laws, circumstances and practices prevailing in the place where the act or omission occurred, provided further, however, that Custodian shall not in any event be liable for any special, incidental, consequential or punitive damages.

9.

Responsibility of Custodian.

9.1      Standard of Care . In performing its duties under this Agreement, Custodian will exercise reasonable care and will act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent expert acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character with like aims.

9.2      Limitations  on Liability  of 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, willful misconduct, fraud or breach of this Agreement. The Trust, on behalf of each Fund and only from assets of the applicable Fund (or insurance purchased by the Trust with respect to its liabilities on behalf of a 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 Trust's duties hereunder or any other action or inaction of the Trust or its Trustees, officers, employees or agents, except such as may arise from the negligence, willful misconduct, fraud or any breach of this Agreement by the Custodian, its directors, officers, employees or agents, provided,  however,  the Trust shall not in any event be liable for any special,  incidental, consequential, or punitive damages.  The Custodian shall defend, indemnify and hold harmless the Trust 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 losses, claims, damages, costs, expenses and liabilities asserted against, imposed upon or incurred by a Fund or the Trust resulting from any negligence, willful misconduct, fraud or breach of this Agreement by the Custodian in accordance with the terms of this Agreement, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its trustees, officers, employees, or agents; provided, further, however, that 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 Trust at the expense of the applicable Fund (or of its own counsel at its own expense), and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of counsel to the Trust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Trust shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trust 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 Trust, on behalf of the 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 Trust, 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, 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. Notwithstanding the foregoing, the federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that the Trust may have under those laws.

9.3      Specific Actions Not Required by Custodian.  Without limiting the generality of the foregoing, the Custodian, acting in the capacity of custodian hereunder, shall be under no obligation to inquire into, and shall not be liable for:

1.

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

2.

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

3.

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

4.

The legality of the redemption of any Shares of any Fund, or the propriety of the amount to be paid therefore;

5.

The legality of the declaration or payment of any dividend by Trust in respect of Shares of any Fund;

6.      The legality of any borrowing by Trust or any Fund, using Securities as collateral;

7.

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

9.4      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:

9.4.1     Force Majeure.  Force Majeure shall mean 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 caused by any computer virus or the malfunction or failure of any communications medium, (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, or (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 Risk or Sovereign Risk (each as defined below).

9.4.2

Country Risk.  Country Risk shall mean, 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.

9.4.3     Sovereign Risk. Sovereign Risk shall mean, 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.

9.4.4     Failure of Third Parties.  The failure of the following third parties:  (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 of a Fund; or (d) failure of other third parties (that are not an affiliate or Agent of the Custodian) similarly beyond the control or choice of the Custodian.

9.4.5     Information  Sources .   Reliance by Custodian  upon  or inaccuracies  in information received from issuers of Investments or agents of such issuers, information received from 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.

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

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

9.5      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 the Trust from any Dividend and Transfer Agent of the Trust nor to take any action to effect payment or distribution by any Dividend and Transfer Agent of the Trust of any amount paid by the Custodian to any Dividend and Transfer Agent of the Trust in accordance with this Agreement.

9.6      No Enforcement Actions .  Notwithstanding anything to the contrary in this Agreement, 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.

9.7      No Duty to Supervise Investments .  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 the Fund under the provisions of the Trust's declaration of trust and the Trust's By-laws.

9.8      Compensation of Custodian.  The Custodian shall be entitled to receive and the Trust agrees to pay to the Custodian, for each 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 Trust.   The Custodian shall be entitled to charge against any money held by it for the accounts of a Fund the amount of any loss, damage, liability or expense (including but not limited to counsel fees, the expenses of Agents or Sub-Custodians incurred in settling transactions involving the purchase and sale of Investments of a Fund) for which it shall be entitled to reimbursement under the provisions of this Agreement as determined by agreement of the Custodian and the Trust or by the final order of any arbitrator having jurisdiction and as to which all rights of appeal shall have expired.

10.      Reports and Records.

10. 1.    Provision of Records to Trust . The Custodian shall:

10.1.1  Internal Accounting and Control Systems . Make available to the Trust and shall send to the Trust any report received on the systems of internal accounting control of Custodian or its Agents or Sub-custodians as the Trust 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 Trust, its auditors, agents and employees, 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 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder and those records are the property of the Trust,  (ii) preserve for the periods prescribed by applicable Federal statute or regulation all records required to be so preserved.  All such books and records shall be available, upon request, for inspection by duly authorized officers, employees or agents of the Trust and employees of the SEC.

10.1.3 Assistance to Trust . Take all reasonable action, that the Trust may from time to time request,  to assist the Trust  in obtaining  favorable  opinions  from the Trust's  independent accountants,  with  respect  to  the  Custodian's  activities  hereunder,  in connection  with  the preparation of each Fund's Form N- IA, Form N-SAR, or other annual reports to the SEC.

10.2     Review of Records.   The Trust shall examine  all records,  however  produced  or transmitted, promptly upon receipt thereof and notify the Custodian of any discrepancy or error therein promptly upon discovery. Absent manifest error, unless the Trust delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be accurate.

10.3     No Management of Assets by Custodian . 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 depositors or others of Shares of the Fund as an investment. 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 . The Trust will 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 17f-5 Delegation Schedule, constitutes the entire agreement between the Trust and the Custodian and supersedes any other oral or written agreements heretofore in effect between the Trust 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 Trust or by the Custodian, and no attempted assignment by the Trust 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, shareholder of any Fund or other third party shall have any rights under this Agreement and such rights are explicitly disclaimed by the parties.

11.4    G overning Law . This Agreement shall be construed in accordance with, and be governed by the laws of, the State of Ohio, without giving effect to the conflicts of law of such state.

11.5     Dispute Resolution.

11.5.1   Mediation.   The parties agree that it is in their mutual interest to resolve disputes by agreement.   Should a dispute arise between  the parties arising out of this Agreement,  or performance under this Agreement, or the relationship contemplated  by this Agreement,  the parties first agree to use the following procedure:

A

The aggrieved party shall send a written notice to the other party describing the dispute and within ten (10) business days after receipt of such notice, a meeting, teleconference or videoconference, upon agreement  of the interested parties, shall be held between those parties, attended by individuals with decision-making  authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute.

B.      If, within twenty (20) days after such meeting, the parties have not succeeded  in negotiating a resolution of the dispute, they may jointly appoint a mutually acceptable neutral person, not affiliated with either party, to act as a mediator and the parties may then pursue mediation in good faith and in a timely manner.  In the event the mediation does not result in resolution of the dispute within thirty (30) days following appointment of the mediator, then any interested party may immediately seek arbitration.

11.5.2  Arbitration .  In the event of any dispute concerning or arising out of this Agreement, such dispute shall be submitted by the parties to arbitration subject to the laws of the state of Ohio Arbitration proceedings may be commenced by either party in the city of Indianapolis, Indiana, after giving the other party notice thereof and proceeding thereafter in accordance with the rules of the American Arbitration Association.  Any such arbitration shall be governed by and subject to the applicable substantive laws of the State of Ohio and the then prevailing commercial arbitration rules of the American Arbitration Association; provided, however, that the arbitrators shall be required to render a reasoned award stating with particularity the grounds for their decision and further provided that the arbitrators shall have no authority to award punitive, exemplary or other extraordinary  damages.  the parties hereby  waive all rights  to obtain  punitive  damages in connection with any dispute arising under this agreement. the arbitrator's award in any such arbitration shall be final and binding, and judgment upon such award may be enforced by any court of competent jurisdiction, subject only to vacation or modification as permitted by law.

11.6     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 facsimile transmission, provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage prepaid, or by overnight courier delivery charge prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows:

If to Trust:

Northern Lights Fund Trust III

450 Wireless Blvd

Hauppauge, NY 11788

Attn:  Andrew Rogers, President     

Telephone:

631-470-2600  

Facsimile

631-951-0573

If to Custodian:

HUNTINGTON NATIONAL BANK

7 East Oval, EA4E62

Columbus, OH 43219

_{ATTN: Kevin Speert, Vice President}

Telephone: Facsimile

614-331-9838

_614-331-5845

or such other address as the Trust or 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.

11.7

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.

11.8     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.

11.9     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 and delivered by the Trust and the Custodian.  A 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 photocopy or telefax until the Custodian has received the original signed copy of the Agreement.

11.10   Confidentiality.  The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations.  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 SEC staff examiner of the Trust or bank examiner of the Custodian or any Sub-custodian, any regulatory authority, any auditor of the parties hereto, any SEC Form N-1A filing or other required filing under the 1940 Act, or by judicial or administrative process or otherwise by Applicable Law.

11.11    Tape-recording .  The Trust authorizes the Custodian to tape record any and all telephonic or other Oral Instructions given to the Custodian by or on behalf of the Trust, including from any Authorized Person.  This authorization will remain in effect until and unless revoked by the Trust in writing.

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 ninety (90) days after the date of giving of such notice. If such notice is given by the Trust, it shall be accompanied by a copy of a resolution of the Board of Trustees of the Trust, certified by the Secretary of the Trust, electing to terminate this Agreement and designating a successor custodian or custodians each of which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits.  In the event such notice is given by the Custodian, the Trust shall, on or before the termination date, deliver to the Custodian a copy of a resolution of the Board of Trustees of the Trust, certified by the Secretary, designating a successor custodian or custodians to act on behalf of the Trust. In the absence of such designation by the Trust, the Custodian may designate a successor custodian which shall be a bank or trust company having not less than $100,000,000  aggregate capital, surplus, and undivided profits. 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, shall deliver, on that date, directly to the successor custodian all Securities and monies then owned by the Funds and held by it as Custodian. Upon termination of this Agreement, the Trust shall pay to the Custodian on behalf of the Trust such compensation as may be due as of the date of such termination.

11.13    Failure to Designate Successor Custodian.  If a successor custodian is not designated by the Trust, or by the Custodian in accordance with the preceding paragraph, or the designated successor cannot or will not serve, the Trust shall, upon the delivery by the Custodian to the Trust of all Securities (other than Securities held in the Book-Entry System which cannot be delivered to the Trust) and moneys then owned by the Trust, be deemed to be the custodian for the Trust, and the Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities held in the Book-Entry System, which cannot be delivered to the Trust, which shall be held by the Custodian in accordance with this Agreement.

11.14    Limitation of Liability :  Notwithstanding any other provision of this Agreement, this Agreement shall constitute and shall be construed as a separate agreement between Custodian, on the one hand, and Trust, separately on behalf of each of Fund, on the other hand. Each obligation of a Fund shall constitute the obligation solely of that Fund, and shall not constitute the obligation of, or a joint obligation with, any other Fund or any other person. 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 Trust or of any predecessor or successor, either directly or through the Trust 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 each Fund, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the Trust, Fund shareholders, officers, or trustees of the Trust 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.

11.15 Non-Public Information :

The Trust and Custodian hereby acknowledge that the Trust may disclose shareholder non-public personal information ("NPI") to the Custodian as agent to the Trust and solely in furtherance of fulfilling the Custodian's contractual obligations under the Agreement in the ordinary course of business to support the Trust and the Funds' shareholders.  The Custodian hereby agrees to be bound to use and redisclose such NPI only for the limited purpose of fulfilling its duties and obligations under the Agreement, for law enforcement and miscellaneous purposes as permitted by applicable law, or in connection with joint marketing arrangements that the Trust may establish with the Custodian in accordance with the limited exception set forth in applicable law.  The Custodian further represents and warrants that as required by applicable law, it has implemented, and will continue to carry out for the term of the Agreement, policies and procedures reasonably designed to:

•

insure the security and confidentiality of records and NPI of customer records,

•

protect against any anticipated threats or hazards to the security or integrity of customer records and NPI and

•

protect against unauthorized access to or use of such customer records or NPI that could result in substantial harm or inconvenience to any customer.

The Custodian is obligated to maintain beyond the termination date of the Agreement the confidentiality of any NPI it receives from the Trust in connection with the Agreement, and hereby agrees that this section shall survive termination of the Agreement.

Balance of Page Left Blank Intentionally.

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

Trust

Custodian

NORTHERN LIGHTS FUND TRUST III

THE HUNTINGTON NATIONAL BANK

GLOBAL CUSTODY AGREEMENT

For Foreign and Domestic Securities

This Custodian Agreement (“Agreement”) is made as of May 30, 2012 by and

between Northern Lights Fund Trust III

  ("Principal") and Union Bank, N.A. ("Custodian").

WHEREAS , the Custodian is a bank meeting the qualifications required by Section 17(f)(1) of the Act to act as custodian of the portfolio securities and other assets of investment companies; and

WHEREAS , Principal wishes to retain the Custodian to act as custodian of its portfolio securities and other assets, and the Custodian has indicated its willingness to so act;

NOW, THEREFORE , in consideration of the promises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. DEFINITIONS   Certain terms used in this Agreement are defined as follows:

1.1 " Account" means, collectively, each account maintained by Custodian on behalf of Principal pursuant to Paragraph 4 of this Agreement.

1.2 "Act " means the Investment Company Act of 1940, as amended, and the rules and regulations adopted by the U.S. Securities and Exchange Commission ("SEC") thereunder, including §270.17f-4, §270.17f-5 and §270.17f-7, all as may be amended from time to time.

1.3 “Board ” means the Board of Trustees or the Board of Directors of Principal.

1.4 “Depository ” means both any “securities depository” within the meaning of §270.17f-4 of the Act and any Eligible Securities Depository

1.5 "Eligible Foreign Custodian " means an entity that is incorporated or organized under the laws of a country other than the United States and that is a Qualified Foreign Bank, as defined in §270.17f-5(a)(5) of the Act.

1.6 "Eligible Securities Depository ", ("Depository", or collectively "Depositories") means a system for the central handling of securities as defined in §270.17f-7(b)(1) of the Act.

1.7 “Emerging Market ” means each market so identified in Appendix A attached hereto.

1.8 “Foreign Account ” means an Account in which Foreign Currencies or Securities are held by the Custodian for the benefit of clients whether in comingled accounts or accounts designated for each beneficiary owner as is required under the regulatory jurisdiction where the Foreign Account is established.

1.9 “Foreign Assets ” has the meaning provided in §270.17f-5(a)(2) of the Act.

1.10 “Foreign Currency ” (“Currencies”) means any currency or any composite currency unit issued by a government or entity other than the United States Department of Treasury.

1.11 “Foreign Market ” means each market so identified in Appendix A attached hereto.

1.12 “Global Sub-Agent Network” (“Sub-Agent Network” or “Sub-Agents”) means the countries and markets where Eligible Foreign Sub-Custodians and Eligible Foreign Depositories are maintained by Custodian.

1.13 "Governing Documents " means, with respect to each of the portfolios, (i) the declaration of trust or other constituting document of the Principal of which the portfolio is a series or portfolio, (ii) the currently effective prospectus under the Securities Act, (ii) the most recent statement of additional information, and (iii) a certified copy of the Board approving the engagement of the Custodian to act as custodian of the Securities.

1.14 "Investment Manager " or “Manager” means an investment advisor or manager identified by Principal in a written notice to Custodian as having the authority to direct Custodian regarding the management, acquisition, or disposition of Securities.

1.15 “Monitoring System ” means the policies and procedures established by Custodian to fulfill its duties to monitor the custody risks associated with maintaining Securities with a Sub-Custodian or Depository on a continuing basis, pursuant to this Agreement.

1.16 "Securities " means securities as defined in §2(a)(36) of the Act together with cash or any currency or other property of Principal and all income and proceeds of sale of such securities or other property of Principal that are held by Custodian in the Account.

1.17 “ Securities Act ” means the Securities Act of 1933, as amended.

1.18 “Sub-Custodian ” means an entity, including an Eligible Foreign Custodian, which Custodian retains to hold Securities.

2. APPOINTMENT

2.1 Principal hereby appoints the Custodian as the custodian of the Securities of each of its Portfolios.

2.2 Principal has provided the Custodian with a copy of its Governing Documents, and will provide the Custodian with a copy of amendments, supplements and modifications thereof from time to time.

2.3 The Custodian hereby accepts appointment as custodian of the Securities of Principal and agrees to perform the duties of such custodian in accordance with the provisions of this Agreement.

3. REPRESENTATIONS AND ACKNOWLEDGEMENTS

3.1 Power to Enter Agreement.   Principal represents that, with respect to the Account, Principal is authorized to enter into this Agreement and to retain Custodian on the terms and conditions and for the purposes described herein.

3.2 Foreign Custody Manager.   The custodian agrees to serve as Principal’s “Foreign Custody Manager” as defined in Rule §270.17f-5(a)(3) of the Act, in respect of Principal’s Foreign Assets held from time to time by the Custodian with any Sub-Custodian that is an Eligible Foreign Custodian or with any Eligible Securities Depository.  

3.3 Custodian’s Sub-Agent Network.   Principal hereby acknowledges receiving appropriate notice of Custodian's selection of the use of those Eligible Foreign Custodians and Eligible Securities Depositories that are identified in Appendix A of this Agreement.

4. ESTABLISHMENT OF ACCOUNT

Custodian shall open and maintain a separate Account or Accounts in the name of Principal and shall hold in such Account or Accounts, subject to the provisions hereof, all Securities received by it from or for the Account of the Principal.  Custodian, in its sole discretion, may reasonably refuse to accept any property now or hereafter delivered to it for inclusion in the Account.  Principal shall be notified promptly of such refusal and any such property shall be immediately returned to Principal. Custodian shall be under no duty to take any action hereunder on behalf of the Principal except as specifically set forth herein or as may be specifically agreed to by Custodian and the Principal in a written amendment hereto.

5. CUSTODY AND REGISTRATION

Custodian may (i) maintain possession of all or any portion of the Securities, including possession in a foreign branch or other office of Custodian; or (ii) retain, in accordance with this Paragraph 5 and Paragraph 6 of this Agreement, one or more Sub-Custodians to hold all or any portion of the Securities.  Custodian and any Sub-Custodian may, in accordance with this Paragraph 5 and Paragraph 6 of this Agreement, deposit definitive or book-entry Securities with one or more Depositories.

5.1 Identification of Securities.   Custodian shall ensure the Securities are at all times properly identified as being held for the appropriate Account.  Custodian shall segregate physically the Securities from other securities owned by Custodian.  Custodian shall not be required to segregate physically Securities held from other securities or property held by Custodian for third parties as custodian or other representative capacity, but Custodian shall maintain adequate records showing the true ownership of the Securities.

5.2 Use of Depositories and Sub-Custodians.   Custodian may, in its discretion, deposit any Securities which, under applicable law, are eligible to be so deposited in a Depository or Sub-Custodian account. Securities and Foreign Currencies held by a Sub-Custodian or Depository will be held subject to the rules, terms and conditions of such securities markets or securities depositories.  If Custodian deposits Securities with a Sub-Custodian or Depository, Custodian shall maintain adequate records showing the identity and location of the Sub-Custodian or Depository, the Securities held by the Sub-Custodian or Depository and each account to which such Securities belong.  With respect to Securities that are held for Custodian or any Sub-Custodian at a Depository, as defined in of §270.17f-4 of the Act, Custodian shall satisfy or cause the Sub-Custodian to satisfy the requirements of §270.17f-4 of the Act.

5.3 Use of Nominees.   Custodian shall have the right to hold or cause to be held all Securities in the name of the Custodian, or for any Sub-Custodian or Depository, or in the name of a nominee of any of them as Custodian shall determine to be appropriate under the circumstances.

5.4 Foreign Currency Deposits.   The Custodian may in accordance with customary practices hold any currency in which any cash is denominated on deposit , and effect transaction relating thereto, through an account with an affiliate of Union Bank, or Sub-Custodian or Depository in the country where such currency is the lawful currency or in other countries where such currency may be lawfully held on deposit.

5.5 Transferability and Convertibility of Currency.   Custodian shall have no liability 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 affect the transferability, convertibility, or availability of any currency in the countries where such Foreign Accounts are maintained and in no event shall Custodian be obligated to substitute another currency for a currency whose transferability, convertibility, or availability has been affected by such law, regulation or event .  To the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any such currency, such cost or charge shall be for the Account.

5.6 Delivery of Securities.   If Principal or Investment Manager directs Custodian to deliver assets, certificates or other physical evidence of ownership of Securities to any broker or other party, other than a Sub-Custodian or Depository employed by Custodian for purposes of maintaining the Account, Custodian’s sole responsibility shall be to exercise care and diligence in effecting the delivery as instructed by Principal or Manager.  Upon completion of the delivery, Custodian shall be discharged completely of any further liability or responsibility with respect to the safekeeping and custody of Securities so delivered.

5.7 Transferability of Securities.   Except as otherwise provided under this Agreement or as the parties may otherwise agree, Custodian shall ensure that (i) the Securities will not be subject to any right, charge, security interest, lien, or claim of any kind in favor of Custodian or any Sub-Custodian or any person claiming through any of them except for Custodian's expenses relating to the Securities' safe custody or administration or other services made available under contractual agreements to Account by Custodian, and in the case of cash deposits at an Eligible Foreign Custodian, liens or rights in favor of the creditors of the Eligible Foreign Custodian arising under bankruptcy, insolvency, or similar laws, and (ii) the beneficial ownership of the Securities will be freely transferable without the payment of money or value other than for safe custody or administration.

5.8 Access to Account Records.   Principal or its designee, shall have access, upon reasonable prior notice to Custodian, during regular business hours to the books and records relating to the Accounts, or shall be given confirmation of the contents of the books and records, maintained by Custodian or any Sub-Custodian holding securities hereunder to verify the accuracy of such books and records.  Custodian shall notify Principal promptly of any applicable law or regulation in any country where Securities are held that would restrict such access or confirmation.

6. SELECTION AND MONITORING OF GLOBAL SUB-AGENT NETWORK

Upon written notice to Principal, as provided in Subparagraph 6.4 of this Agreement, Custodian may from time to time select one or more Eligible Foreign Custodians and, subject to the provisions of Subparagraph 6.7, one or more Eligible Securities Depositories, to hold Securities hereunder.

6.1 Governing Sub-Agent Agreement .  Any relationship Custodian establishes with an Eligible Foreign Custodian with respect to Securities shall be governed by a written contract providing for the reasonable care of Securities based on the standards specified in section §270.17(f)-5(c)(1) of the Act, and including the provisions set forth in sections §270.17(f)-5(c)(2)(i)(A) through (F) of the Act, or provisions which Custodian determines provide the same or greater protection of Principal's Securities.

6.2 Sub-Agent Network Selection.

6.2.1 Foreign Sub-Custodian.  In selecting an Eligible Foreign Custodian, Custodian shall exercise reasonable care, prudence and diligence and shall consider whether the Securities will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, including (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 method of keeping custodial records, and the security and data protection practices; (ii) the Eligible Foreign Custodian's financial strength, general reputation and standing in the country in which it is located, its ability to provide efficiently the custodial services required, and the relative cost of such services; and, (iii) whether the Eligible Foreign Custodian has branch offices in the United States, or consents to service of process in the United States, in order to facilitate jurisdiction over and enforcement of judgments against it.

6.2.2 Securities Depository.  In selecting an Eligible Securities Depository, Custodian shall exercise reasonable care, prudence, and diligence in evaluating the custody risks associated with maintaining Securities with the Eligible Securities Depository under Custodian's custody arrangements with any relevant Eligible Foreign Custodian and the Eligible Securities Depository.

6.3 Notices to Principal.   Custodian shall give 30 days’ written notice to Principal of its intention to deposit Securities with an Eligible Foreign Custodian or, directly or through an Eligible Foreign Sub-Custodian, with an Eligible Securities Depository.  The notice shall identify the proposed Eligible Foreign Custodian or Eligible Securities Depository and shall include reasonably available information relied on by Custodian in making the selection.

6.4 Monitoring of Sub-Agent Network.   Custodian shall monitor under its Monitoring System the appropriateness of the continued custody or maintenance of Principal's Securities with each Eligible Foreign Custodian or Eligible Securities Depository.

6.4.1  Custodian shall evaluate and determine at least annually the continued eligibility of each Eligible Foreign Custodian and Eligible Securities Depository approved by Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor on a continuing basis the day to day services and reports provided by each Eligible Foreign Custodian or Eligible Securities Depository; (ii) at least annually, obtain and review the annual financial report published by each Eligible Foreign Custodian, and to the extent such reports are publicly available, each Eligible Securities Depository, and other reports on each Eligible Foreign Custodian or Eligible Securities Depository which Custodian may obtain from a reputable independent analyst; and, (iii) periodically as deemed appropriate, physically inspect the operations of each Eligible Foreign Custodian or Eligible Securities Depository.

6.4.2  Custodian shall provide to the Board annually and at such other times as the Board may reasonably request based on the circumstances of the Principal’s foreign custody arrangements, written reports notifying the Board of the placement of Securities of the Principal with a particular foreign Eligible Foreign Custodian within a Foreign Market or an Emerging Market and of any material change in the arrangements (including any material changes in any contracts governing such arrangements or any material changes in the established practices or procedures of Depositories) with respect to Securities of the Principal held by the Eligible Foreign Custodian.

6.4.3  If Custodian determines that (i) any Eligible Foreign Custodian or Eligible Securities Depository no longer satisfies the applicable requirements described in Subparagraph 1.4 of this Agreement (in the case of an Eligible Foreign Custodian) or Subparagraph 1.5 of this Agreement (in the case of an Eligible Securities Depository); or, (ii) any Eligible Foreign Custodian or Eligible Securities Depository is otherwise no longer capable or qualified to perform the functions contemplated herein; or, (iii) any change in a contract with a Eligible Foreign Custodian or any change in established Eligible Securities Depository or market practices or procedures shall cause a custody arrangement to no longer meet the requirements of the Act, Custodian shall promptly give written notice thereof to Principal.  The notice shall, in addition, either indicate Custodian's intention to transfer Securities held by the removed Eligible Foreign Custodian or Eligible Securities Depository to another Eligible Foreign Custodian or Eligible Securities Depository previously identified to Principal, or include a notice pursuant to Subparagraph 6.4 of this Agreement of Custodian's intention to deposit Securities with a new Eligible Foreign Custodian or Eligible Securities Depository, in either instance such transfer of Securities to be effected as soon as reasonably practical.

6.5 Compulsory Depositories.   Notwithstanding the foregoing sub-sections of this Paragraph 6 , Custodian shall have no responsibility for the selection or monitoring of any Eligible Securities Depository or Eligible Securities Depository’s agent (“Compulsory Depository”) (i) the use of which is mandated by law or regulation; (ii) because securities cannot be withdrawn from the depository; or (iii) because maintaining securities outside the securities depository is not consistent with prevailing market practices in the relevant market; provided however, that Custodian shall notify Principal if Principal has directed a trade in a market containing a Compulsory Depository, so Principal and Advisor shall have an opportunity to determine the appropriateness of investing in such market.  

6.6 Assessment of Custody Risk.   Principal and Custodian agree that, for purposes of this Paragraph 6 , Custodian’s determination of appropriateness shall only include custody risk, and shall not include any evaluation of “country risk” or systemic risk associated with the investment or holding of assets in a particular country or market, including, but not limited to (i) the use of Compulsory Depositories, (ii) the country’s or market's financial infrastructure, (iii) the country’s or market's prevailing custody and settlement practices, (iv) risk of nationalization, expropriation or other governmental actions, (v) regulation of the banking or securities industries, (vi) currency controls, restrictions, devaluation or fluctuation, and (vii) country or market conditions which may affect the orderly execution of securities transactions or affect the value of the transactions.  Principal and Custodian further agree that the evaluation of any such country and systemic risks shall be solely the responsibility of Principal and the Investment Manager.

7. TRANSACTIONS

7.1 Instructions and Immediately Available Funds.   Principal, or where applicable, the Investment Manager, is responsible for ensuring that Custodian receives timely instructions and sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictates.  As used herein, "sufficient immediately available funds" shall mean either (a) sufficient cash denominated in the currency of Principal's home jurisdiction to purchase the necessary foreign currency, or (b) sufficient applicable foreign currency, to settle the transaction.  If Custodian does not receive such timely instructions and/or immediately available funds, Custodian shall have no liability of any kind to any person, including Principal, for failing to effect settlement.  However, Custodian shall use reasonable efforts to effect settlement as soon as possible after receipt of appropriate instructions.  Unless otherwise specified by Principal or Manager, foreign exchange transactions will be processed according to the instructions in Appendix C, Section 2.

7.2.1 Customary or Established Settlement Practices .  Principal and Manager acknowledge settlement of and payment for Securities received for and delivered from the Account may be made in accordance with the customary or established securities trading and securities processing practices in the market in which the transaction occurs.  Principal understands that when Custodian is instructed to deliver Foreign Securities or Foreign Currencies against payment, delivery of such Foreign Securities and Foreign Currencies and receipt of payment therefore may not be completed simultaneously.  Principal assumes full responsibility for all credit risks involved in connection with Custodian's delivery of Foreign Securities or Foreign Currencies pursuant to instructions of Principal or Manager.

7.2.2 Additions to and Withdrawals from Account.   Custodian shall make all additions and withdrawals of Securities to and from this Account only upon receipt of and pursuant to written instructions from Principal or Manager.

7.3 Purchase or Sales.   Principal or Manager from time to time may instruct Custodian regarding the purchase or sale of Securities in accordance with this paragraph 7.3.  

7.3.1 Purchases.   Custodian shall settle purchases by charging the Account with the amount necessary to make the purchase and effecting payment to the seller or broker for the Securities. Custodian shall have no liability of any kind to any person, including Principal, if Custodian effects payment on behalf of the Account, and the settler or broker specified by Manager fails to deliver the Securities purchased.  Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian in examining and verifying the certificates or other indicia of ownership of the Securities purchased before accepting them, except with respect to assets described in Paragraph 7.4.

7.3.2 Sales.   Custodian shall settle sales by delivering certificates or other indicia of ownership of the Securities, and as instructed, shall receive cash for such sales.  Custodian shall have no liability of any kind to any person, including Principal, if Custodian exercises due diligence and delivers such certificates or indicia of ownership and the purchaser or broker fails to effect payment.

7.4 Depository Settlement.   If a purchase or sale is settled through a Sub-Custodian or Depository, Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian in verifying proper consummation of the transaction by the Sub-Custodian or Depository.

7.5 Income and Principal.   Custodian or its designated Sub-Agents are authorized, as Principal's agent, to surrender against payment maturing obligations and obligations called for redemption, and to collect and receive payments of interest and principal, dividends, warrants, and other things of value in connection with Securities.   Absent written instructions from Principal or Manager, funds will remain in the currency of collection upon receipt of payment.

7.6 Foreign Currency Transactions.   At the direction of Principal or the Investment Manager, as the case may be, Custodian shall convert currency in the Account to other currencies through customary channels including, without limitation, Custodian or any of its affiliates, as shall be necessary to effect any transaction directed by Principal or the Investment Manager.

7.7 Taxes. Custodian shall pay or cause to be paid from the Account all taxes and levies in the nature of taxes imposed on the Account or the Foreign Securities thereof by any country.  Custodian will use reasonable efforts to give the Principal or Manager, as the case may be, advance notice of the imposition of such taxes. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Principal or the Custodian as custodian of the Principal by the tax law of the United States or of any state or political subdivision thereof or any foreign jurisdiction. The sole responsibilities of the Custodian with regard to such tax law shall be to use reasonable efforts to effect the withholding of local taxes and related charges with regard to market entitlement/payment in accordance with local law and subject to local market practice or custom and to assist the Principal with respect to any claim for exemption or refund under the tax law of countries for which such Principal as provided such information.  Except as specifically provided in this Agreement or otherwise agreed to in writing by the Custodian, the Custodian shall have no independent obligation to determine the tax obligations now or hereafter imposed on the Principal by any taxing authority or to obtain or provide information relating thereto, and shall have no obligation or liability with respect to such tax obligations.

7.8 Foreign Tax Reclamation.   Custodian shall use reasonable efforts to obtain refunds of taxes withheld on Foreign Securities or the income thereof that are available under applicable tax laws, treaties and regulations subject to Principal's provision of all documentation and certifications as required by U.S. and foreign tax authorities to establish the eligibility of Principal for tax reclamation under applicable law or treaty.  Principal hereby agrees to indemnify and hold harmless Custodian and its agents in respect to any liability arising from any under withholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of Principal, its successor and assignees, notwithstanding the termination of this agreement.  The Custodian is authorized to disclose any information required by any such tax or other governmental authority in relation to processing any claim for exemption from or reduction or refund of any taxes relating to the Principal’s transactions and holdings.

7.9 Collection Obligations.  Custodian shall diligently collect income and principal of Securities which the Custodian has received actual notice in accordance with normal industry practices.  However, Custodian shall be under no obligation or duty to take any action to effect collection of any amount if the Securities upon which such amount is payable is in default, or if payment is refused after due demand.  Custodian shall notify Principal and Manager promptly of such default or refusal to pay.  Custodian shall have no duty to file or pursue any bankruptcy or class action claims with respect to Account, unless indemnified by Principal in manner and amount satisfactory to Custodian provided however, unless Principal directs otherwise, Custodian will use its best efforts to file claims in class actions and pay any recovery to account, net of Bank’s fees as disclosed in the fee schedule.

7.10 Capital Changes. Custodian may, without further instruction from Principal or Manager, exchange temporary certificates and may surrender and exchange Securities for other securities in connection with any reorganization, recapitalization or similar transaction in which the owner of the Securities is not given an option.   Custodian has no responsibility to effect any such exchange unless it has received notice of the event permitting or requiring such exchange at its processing center in San Francisco or at the office of Custodian’s designated agents.  

7.11 Fractional Interest.   Custodian shall receive and retain all stock distributed by a corporation as a dividend, stock split, or otherwise; however, in connection therewith, if a fractional share is received, Custodian shall sell such fractional shares when such market facility is available.

8. CREDITS TO ACCOUNT

8.1 Payment.   Custodian may as a matter of bookkeeping convenience or by separate agreement with the Principal, credit the account with the proceeds from the sale, redemption or other disposition of Securities or interest or dividends or other distributions payable on Securities prior to its actual receipt of final payment; therefore, all such credits shall be conditional until the Custodian’s actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received.  Payment with respect to a transaction will not be final until Custodian receives immediately available funds under which applicable local law; rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.  Principal acknowledges and agrees that any currency risk associated with such credits will be born by Principal.

8.2. Emerging Market Settlement Dates.   Notwithstanding the foregoing Paragraph 8.1, Principal understands and agrees that settlement of Securities transactions is available only on settlement date basis in certain Emerging Markets, which are identified in Appendix A, as amended from time to time by written notice to Principal.

8.2.1 Cash Deposits.  For Emerging Markets with restricted settlement conditions, cash of any currency deposited or delivered to the Account shall be available for use by Principal or Investment Manager only on the business day on which actual receipt of final payment and funds of good value are available to Sub-Custodian in the Account.

8.2.2 Securities.  For Emerging Markets with restricted settlement conditions, Securities deposited or delivered to the Account shall be available for use by Principal or Investment Manager only on the business day on which such Securities are held in the nominee name or are otherwise subject to the control of, and in a form for good delivery by, the Sub-Custodian.

9. OVERDRAFT AND INDEBTEDNESS

9.1 Advance Funds.   If Custodian advances funds to or for the benefit of Account in connection with the settlement of securities or currency transactions or other activity in the Account including overdrafts or other indebtedness incurred in connection with the settlement of securities transactions, maturity or income payments or funds transfers, Principal agrees to reimburse Custodian on demand the amount of the advance or overdraft and all related fees as established in Custodian's published fee schedule. Principal will bear the risk from any currency valuation differences associated with Principal’s reimbursement obligations to Custodian.  

9.2 Repayment.   To the extent permissible by applicable law, in order to secure repayment of Account's obligations to Custodian hereunder, Principal hereby pledges and grants to Custodian a continuing lien and security interest in, and right of set-off against, all of Principal’s right, title and interest in and to (a) all Accounts in Principal’s name and the Securities now or hereafter held in such Accounts (including proceeds thereof); (b) each Account in respect of which or for whose benefit the advance or overdraft relates and the Securities now or hereafter held in such Accounts, including proceeds thereof.  In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. Principal authorizes the Custodian, in the Custodian's sole discretion, at any time to charge any overdraft or indebtedness, together with interest due thereon, against any balance of account standing to the credit of the Principal on the Custodian's books.  In addition, the Custodian shall be entitled to utilize available cash and to dispose of such Principal’s Securities to the extent necessary to obtain reimbursement.

10. CORPORATE ACTIONS, PROXIES AND LITERATURE

10.1 Corporate Actions.   Custodian shall notify Manager of the receipt of notices of redemptions, conversions, exchanges, calls, puts, subscription rights, and scrip certificates ("Corporate Action(s)").  Custodian need not monitor financial publications for notices of Corporate Actions and shall not be obligated to take any action unless actual notice has been received by Custodian at its processing center in San Francisco, California, or at the offices of the Sub-Agent where the security is held in Custodian’s Foreign Account.   Custodian's sole responsibility in this regard shall be to give such notices to Principal or Investment Manager, as the case may be, within a reasonable time after Custodian receives them.  Custodian has no responsibility to respond or otherwise act with respect to any such notice unless and until Custodian has received timely and appropriate instructions from Principal or Manager.  Principal or Manager is responsible to ensure all required documentation and funds are available to Custodian and its agents as required under the terms of the offer or by legal jurisdiction in order for Custodian and its agent to take action on behalf of Account.

10.2 Proxies.   Custodian shall forward all proxies and accompanying material actually received by Custodian that are issued by any company whose securities are held in the Account to Manager or Principal, as directed.  Principal and Manager acknowledge that proxy services are limited in foreign markets and Custodian’s sole responsibility with respect to such proxy materials will be to forward the proxy and accompanying material received by Custodian to Principal or Manager.  Custodian shall have no duty to translate or retain any material received unless required to do so by law.

10.3 Corporate Literature.  Custodian shall have no duty to forward or to retain any other corporate material received by Custodian for the Account unless required to do so by law.  Custodian shall have no duty to translate or retain any material received from its Global Sub-Agent Network unless required to do so by law.

10.4 Disclosure to Issuers of Securities.  Unless Principal directs Custodian in writing to the contrary, Principal agrees that Custodian or its Sub-Agents may disclose the name and address of the party with the authority to vote the proxies of the Securities held in this Account as well as the number of shares held, to any issuer of said Securities or its agents upon the written request of such issuer or agent in conformity with the provisions of the applicable law. Principal acknowledges that Custodian or its Sub-Agents may be required under jurisdictional law to disclose to issuers beneficial owner information regardless of Principal’s instructions otherwise.

11. INSTRUCTIONS

11.1 Written.   All instructions from Principal or Manager with respect to the Accounts must be from an authorized person and, except those instructions described in Paragraph 7, shall be in writing, and shall continue in force until changed by subsequent instructions.  For purposes of this Paragraph 11, an authorized person means any of the persons duly authorized by the Board to give instructions on behalf of the Principal as set forth in a certificate along with any limitations on such Persons’ scope of authority, such certificate to be executed by the Secretary or Assistant Secretary of the Principal, as the same may be revised from time to time. Pending receipt of written authority, Custodian may in its absolute discretion at any time accept oral, faxed, wired and electronically transmitted instructions from Principal or Manager provided Custodian believes in good faith that the instructions are genuine.  If oral instructions are received, Principal or Manager, as the case may be, shall promptly confirm such instructions in writing or by facsimile or other means permitted hereunder.  Principal will hold Custodian harmless for the failure of Principal or Manager to send confirmation in writing, the failure of such confirmation to conform to the telephone instructions received or Custodian's failure to produce such confirmation at any subsequent time.

11.2 Reliance on Instructions.   Except as otherwise provided herein, all instructions shall be in writing, and shall continue in force until changed by subsequent instructions.  Pending receipt of written authority, Custodian may in its absolute discretion at any time accept oral, wired or electronically transmitted instructions from Principal or Manager provided Custodian believes in good faith that the instructions are genuine.  Further, Custodian may assume that any written or oral instructions received hereunder are consistent with the provisions of organizational documents of the Principal or of any vote, resolution or proceeding of the Principal’s board of directors of the Principal’s shareholders, unless and until Custodian receives written instructions to the contrary.

12. RIGHT TO RECEIVE ADVICE

12.1 Advice of the Principal .  If Custodian is in doubt as to any action it should or should not take under this Agreement, Custodian may request directions or advice, including oral instructions or written instructions, from the Principal.

12.2 Advice of Counsel.   If Custodian shall be in doubt as to any question of law pertaining to any action it should or should not take, Custodian may request advice from counsel of its own choosing (who may be counsel for the Principal, the Investment Manager or Custodian, at the option of Custodian). Principal shall pay the reasonable cost of any counsel retained by Custodian with prior notice to Principal.

12.3 Conflicting Advice.   In the event of a conflict between directions or advice or oral instructions or written instructions Custodian receives from the Principal, and the advice it receives from counsel, Custodian shall be entitled to rely upon and follow the advice of counsel.

12.4 Protection of Custodian.   Custodian shall be indemnified by Principal and without liability for any action Custodian takes or does not take in reliance upon directions or advice or oral instructions or written instructions Custodian receives from or on behalf of the Principal, or from counsel and which Custodian believes, in good faith, to be consistent with those directions or advice or oral instructions or written instructions. Nothing in this paragraph shall be construed so as to impose an obligation upon Custodian (i) to seek such directions or advice or oral instructions or written instructions, or (ii) to act in accordance with such directions or advice or oral instructions or written instructions.

13. ACCOUNTING AND REPORTING

13.1 Cost and Nominal Value.  Principal agrees to furnish Custodian with the income tax cost basis and dates of acquisition of all Securities held in the Account to be carried on its records.  If Principal does not furnish such information, Custodian shall carry the Securities at any such nominal value it determines, such value to be for bookkeeping purposes only.  All statements and reporting of any matters requiring this information will use this nominal value.  Custodian shall have no duty to verify the accuracy of the cost basis and dates of acquisition furnished by Principal.  Securities purchased in the Account shall be carried at cost.

13.2 Valuations.  To the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities and pricing services embedded in Custodian's securities processing or accounting systems) reasonably believed by Custodian to be reliable to provide such information.  Principal understands that certain pricing information with respect to complex financial instruments including, without limitation, derivatives, may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material.  Where pricing vendors used by Custodian do not provide information for Securities, Principal or authorized party may advise Custodian regarding the fair market value of, or provide other information with respect to, such held Securities. If Principal or Manager does not provide such information, Custodian shall use the cost or nominal value for such Securities, solely for administrative convenience.  Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder and shall have no responsibility or duty to ascertain or authenticate the value of pricing applied to any such Security.

13.3 Activity Reports.   Custodian shall provide access to Principal and Manager and other persons authorized by Principal to access advices of securities transactions and other information regarding the Account by means of Custodian's Online Trust & Custody Service.

13.4 Statements.   Custodian shall provide Principal and Manager Account statements and other reports periodically via paper delivery or electronically by means of the Custodian’s Online Trust and Custody Service or as otherwise as agreed to by Principal and Custodian showing all income and principal transactions and cash positions, and a list of securities.  Principal may approve or disapprove any such statement within thirty (30) days of its receipt, and, if no written objections are received within the thirty (30) day period, such statement of Account shall be deemed approved.

Principal acknowledges and agrees that if Online Trust and Custody Service is selected, paper statements will be provided only upon request and that the Custodian’s online statements, trade confirms and related online communications satisfy all of Custodian’s existing legal and contractual obligations to provide statements, reports and confirmations with respect to the account.  Printed trade confirmations for trades effected by the Custodian will be available upon request and at no additional cost.  Principal and Manager may request printed trade confirmations for other securities transactions form the broker through which they direct such trades.

14. USE OF OTHER BANK SERVICES

14.1 HighMark Mutual Funds

Principal or Manager may direct Custodian to invest available funds in the HighMark ^® Funds mutual funds advised by an affiliate of Custodian and for which Custodian may also act as custodian and provide other services for the purpose of cash management.  Principal or Manager shall designate the particular HighMark Fund that Principal or Manager deems appropriate for the Account. Principal hereby acknowledges that Custodian will receive fees for such services in addition to those fees charged by Custodian as agent for the Principal's custody Account.  

14.2 Other Fund Investments.   Principal or Manager may invest in third party mutual funds, for which the Custodian or its affiliates may provide shareholder, recordkeeping or other services.  Principal hereby acknowledges that Custodian or its affiliates may receive fees for such services in addition to those fees charged by Custodian under this Agreement.

14.3 Foreign Exchange.  The Custodian makes available to Principal or Manager its foreign exchange services to convert currencies in conjunctions with transactions in Principal's Account.  Principal or Manager, as the case may be acknowledges that (a) the foreign currency exchange department is a part of Custodian or one of its affiliates or subsidiaries; (b) the Account is not obligated to effect foreign currency exchange with Custodian; (c) Custodian will receive benefits for such foreign currency transactions which are in addition to the compensation which Custodian receives for administering the Account; and (d) Custodian will make available the relevant data so that Principal or Manager, as the case may be, can determine that the foreign currency exchange transaction are as favorable to the Account as terms generally available in arm's length transaction between unrelated parties. Principal and Manager acknowledge that foreign currency transactions will be performed in accordance with Union Bank’s Foreign Exchange Agreement in the form of Exhibit I hereto and incorporated herein by reference and Principal hereby agrees and acknowledges of the terms and conditions thereof.  If Principal or Manager elects to give standing instructions to Custodian to execute foreign currency exchange transactions on their behalf, or in the event a foreign currency exchange transaction is initiated in the absence of the specific Foreign Exchange Agreement, such transaction will be performed at the Bank's prevailing rate.  Principal acknowledges that a Foreign Exchange transaction in which Custodian’s foreign exchange services is the counterparty to Principal are subject to Paragraph 9 of this Agreement.

14.4 Interest Bearing Deposits.  Principal or Manager may direct that assets of the Account be invested in deposits with Union Bank as a sweep vehicle or other deposit held in the Custodian’s street name for the benefit of it’s clients.  Such deposits are covered by FDIC insurance up to the designated value in effect for each beneficial owner.

14.5 Brokerage Services.   Principal or Manager may direct Custodian to utilize for this Account other services or facilities provided by Custodian, its subsidiaries or affiliates.  Such services may include, but are not be limited to (i) the purchase or sale of securities as principal, or (ii) the placing of orders for the purchase, sale, exchange, investment or reinvestment of securities through any affiliated brokerage service, or (iii) the placing of orders for the purchase or sale of units of any investment company that Custodian, UnionBanCal Corporation, or their subsidiaries or affiliates, manage, advise act as custodian or provide other services.

14.6 Credit Facilities.  The Custodian may in accordance with its commercial lending practices enter into a credit facility with the Principal for use with the operation of the Account.  Such credit facility will be agreed to under separate agreement and subject to the terms and conditions, therein.  Principal acknowledges that any such credit facility is subject to the lien provisions of Paragraph 9.2 of this Agreement.

15. CUSTODIAN'S RESPONSIBILITIES AND LIABILITIES

15.1 Standard of Care.   In performing the responsibilities delegated to it under this Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence and shall not be liable for any damages arising out of the Custodian's performance of or failure to perform its duties under this Agreement except to the extent that damages arise directly out of the Custodian's willful misfeasance, bad faith, gross negligence or otherwise from a material breach of the Custodian’s standard of care under this Agreement.

15.2 Investment Authority .  The parties intend that Custodian shall not be considered a fiduciary of the Account.  

15.3 Insurance and Force Majeure. Without limiting the generality of Paragraph 14.1 or of any other provision of this Agreement the Custodian shall not be liable so long as and to the extent that it exercises reasonable care, for any defect in the title, validity or genuineness of any Security or in the evidence of title thereto received by it or delivered by it pursuant to this Agreement.  In addition, Custodian (i) shall not be required to maintain any special insurance for the benefit of Principal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall not be liable to Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets.

15.4 Legal Proceedings

15.4.1   Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees).   

15.4.2   With respect to legal proceedings Custodian may consult with counsel acceptable to it after written notification to Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

15.4.3   To the extent permissible by law or regulation and upon Principal’s request, the Principal shall be subrogated to the rights of the Custodian with respect to any claim for any loss, damage or claim suffered by Principal, in each case to the extent that the Custodian fails to pursue any such claim or Principal is not made whole in respect of such loss, damage or claim.

16. INDEMNITIES AND LIMITATION OF LIABILITY

16.1   In addition to the indemnification provisions contained in this Agreement, Principal agrees to indemnify, defend and hold harmless Custodian and its affiliates providing services under this Agreement, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorneys' fees and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Principal. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian’s or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Agreement. The provisions of this Paragraph 15 shall survive termination of this Agreement.

16.2  In all cases, Custodian’s liability under this Agreement shall be limited to the resulting direct loss, if any, incurred by Principal.  Under no circumstances shall Custodian be liable for any incidental, consequential, indirect, punitive, or special damage which Principal may incur or suffer in connection with this Agreement.

17. COMPENSATION AND OTHER CHARGES

17.11 Compensation.   Principal shall pay Custodian compensation for its services hereunder as specified in Appendix B.  Fees shall accrue and be taken in arrears as specified on the active fee schedule and charged to the Account unless Principal has requested that it be billed directly.  However, any fees not paid within 60 days of billing will be charged to the Account.

17.2 Expenses.   Principal shall reimburse Custodian for all reasonable out-of-pocket expenses and processing costs incurred by Custodian in the administration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph 14.4 of this Agreement.

18. AMENDMENT AND TERMINATION

18.1 Amendment. This Agreement may be amended at any time by a written instrument signed by the parties or by Custodian immediately if required by applicable law or upon thirty (30) days written notice to Principal.

18.2 Termination.   Custodian may terminate this Agreement immediately if Custodian, in its sole discretion, determines that (i) Principal failed to strictly comply with any provision of this Agreement; (ii) any representation, warranty or covenant of the other party in this Agreement is false or misleading.  Any such termination shall not constitute a waiver of any other rights that the Custodian may have under this Agreement.

In addition, either party may terminate this Agreement and the Account upon 90 days' written notice.  Upon such termination, Custodian shall deliver or cause to be delivered the Securities, less any amounts due and owing to Custodian under this Agreement, to a successor custodian designated by Principal or, if a successor custodian has not accepted an appointment by the effective date of termination of the Account, to Principal.  Upon completion of such delivery Custodian shall be discharged of any further liability or responsibility with respect to the Securities so delivered.  In the event that Securities or other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of Principal to provide proper instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect. In the event that no proper instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Act of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all Securities held by the Custodian on behalf of Principal and all instruments held by the Custodian relative thereto held by it under this Agreement on behalf of Principal, and to transfer to an account of such successor custodian all of the Securities held in an Account. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.  All expenses associated with the transfer of custody hereunder upon termination hereof shall be borne by the Principal (except as may be specifically agreed in writing by the parties in relation to special arrangements).

19. SUCCESSORS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors in interest.  This Agreement may not be assigned by either party, nor may the duties of either party hereunder be delegated, without the prior written consent of the other party.

20. GOVERNING LAW

The validity, construction, and administration of this Agreement shall be governed by the applicable laws of the United States from time to time in force and effect and, to the extent not preempted by such laws of the United States, by the laws of the State of California from time to time in force and effect.  Any action or proceeding to enforce, interpret or adjudicate the rights and responsibilities of the parties hereunder shall be commenced in the State or Federal courts located in the State of California.

21. NOTICES

Except as otherwise specified herein, all notices, requests, demands and other communications under this Agreement shall be signed and in writing and shall be deemed as having been duly given on the date of service, if served personally on the party to whom notice is to be given, or on the fifth (5) day after mailing, if mailed to the party to whom notice is to be given and properly addressed as follows:

If to Principal :

Name: Northern Lights Fund Trust III

Street Address: 450 Wireless Blvd

City, State, Zip: Hauppauge, NY 11788

Attn: Andrew Rogers

Telephone: (631) 470-2600

Facsimile:          

If to Custodian :

Union Bank, N.A.

Institutional Custody Services

350 California Street, 6 ^th Floor

San Francisco, California 94104

Attn: Ms. Liz Hamilton, Vice President

Facsimile: (619) 230-7609

Email:  liz.hamilton@unionbank.com

This agreement and any amendment, notice or other document required to be signed and in writing under this Agreement may be delivered by personal service or U.S first class mail postage prepaid or via fax, email with an imaged or scanned attachment (such as a .PDF), or similar electronic transmission with electronic signature through Union Bank’s Online Trust & Custody secure messaging service pursuant to security protocols established and agreed by the parties, unless otherwise specified herein.   Signatures delivered via fax, email, or similar electronic transmission shall be effective as original signatures in binding the parties and shall be effective upon receipt.

Periodic communications related to foreign currencies and global market updates will be emailed to the parties listed in Appendix C, Section 1.

22. CONFIDENTIALITY

All non-public information and advice furnished by either party to the other shall be treated as confidential and will not be disclosed to third parties unless required by law, except that Union Bank may disclose (a) the identity of Client as a client or client reference of Union Bank; (b) any information to any government regulator of Union Bank or the Affiliated Entities.

23. EFFECTIVE DATE

This Agreement shall be effective as of the date appearing below, and shall supersede any prior or existing agreements between the parties pertaining to the subject matter hereof.  

24. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement and all exhibits, appendices, attachments and amendments hereto may be reproduced by any reasonable means.  The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

25. MISCELLANEOUS

Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.  This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.  The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

© Union Bank, N.A. (2011_1130)