(h)(3) ONEFUND - TA Agreement

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

cause competitive harm to the registrant if publicly disclosed

TRANSFER AGENT SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of the last day written on the signature page by

and between ONEFUND, a Delaware Statutory Trust (the “Trust”) U.S. BANCORP FUND

SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability

company (“Fund Services”).

WHEREAS, the Trust is a series trust that consists of multiple series, and is currently comprised

of the series listed on Exhibit A attached hereto (each a “Fund” or an “ETF Series”). Each Fund issues

shares of beneficial interest (“Shares”) for each ETF Series. The Shares shall be created and redeemed in

bundles called “Creation Units.” The Trust, on behalf of the ETF Series, shall create and redeem Shares

of each ETF Series only in Creation Units principally in kind or in cash for portfolio securities of the

particular ETF Series (“Deposit Securities”), as more fully described in the current prospectus and

statement of additional information of a Fund, included in the Trust’s registration statement on Form

N-1A; and as authorized under the Order of Exemption granted by the Securities and Exchange

Commission. Only brokers or dealers that are “Authorized Participants” and that have entered into an

Authorized Participant Agreement with FORESIDE, the Fund’s Distributor (the “Distributor”), acting on

behalf of the Trust, shall be authorized to create and redeem Shares in Creation Units from the Trust. The

Trust wishes to engage Fund Services to perform certain services on behalf of the Trust with respect to

the creation and redemption of Shares, as the Trust’s agent, namely to provide transfer agent services for

Shares of each ETF Series; and to act as Index Receipt Agent (as such term is defined in the rules of the

National Securities Clearing Corporation (“NSCC”)) with respect to the settlement of trade orders with

Authorized Participants. The Trust has engaged U.S. Bank, National Association (the “Custodian”) to

provide custody services under the terms of a Custody Agreement, as supplemented hereby, for the

settlement of Creation Units against Deposit Securities and/or cash that shall be delivered by Authorized

Participants in exchange for Shares and the redemption of Shares in Creation Unit size against the

delivery of Redemption Securities and/or cash of each ETF Series.

WHEREAS, the Trust is registered as an open-end management investment company under the

Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Trust will ordinarily issue for purchase and redeem Shares only in aggregations

of Shares known as Creation Units (at least 25,000 Shares) principally in kind or in cash;

WHEREAS, The Depository Trust Company, a limited purpose trust company organized under

the laws of the State of New York (“DTC”), or its nominee Cede & Company, will be the registered

owner (the “Shareholder”) of all Shares; and

WHEREAS, the Trust desires to retain Fund Services as its transfer agent, dividend disbursing

agent, and agent in connection with certain other activities to each Fund listed on Exhibit A attached

hereto (as amended from time to time).

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

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

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

1.Appointment of Fund Services as Transfer Agent

The Trust hereby appoints Fund Services as transfer agent of the Trust on the terms and

conditions set forth in this Agreement, and Fund Services hereby accepts such appointment and

agrees to perform the services and duties set forth in this Agreement. The services and duties of

Fund Services shall be confined to those matters expressly set forth herein, and no implied duties

are assumed by or may be asserted against Fund Services hereunder.

2.Services and Duties of Fund Services

(I)Fund Services shall provide the following transfer agent and dividend disbursing agent

services to the Trust with respect to each Fund:

A.Facilitate purchases and redemption of Creation Units;

B.Prepare and transmit by means of DTC’s book-entry system payments for dividends

and distributions on or with respect to the Shares declared by the Trust on behalf of the

applicable Fund;

C.Maintain the record of the name and address of the Shareholder and the number of Shares

issued by the Trust and held by the Shareholder;

D.Record the issuance of Shares of the Trust and maintain a record of the total number of

Shares of the Trust which are outstanding, and, based upon data provided to it by the

Trust, the total number of authorized Shares. Fund Services shall have no obligation,

when recording the issuance of Shares, to monitor the issuance of such Shares.

E.Prepare and transmit to the Trust and the Trust’s administrator and/or sub-

administrator and to any applicable securities exchange (as specified to Fund Services

by the Trust) information with respect to purchases and redemptions of Shares;

F.On days that the Trust may accept orders for purchases or redemptions, calculate and

transmit to Fund Services and the Trust the number of outstanding Shares;

G.On days that the Trust may accept orders for purchases or redemptions (pursuant to the

Authorized Participant Agreement), transmit to Fund Services, the Trust and DTC the

amount of Shares purchased on such day;

H.Confirm to DTC the number of Shares issued to the Shareholder, as DTC may

reasonably request;

I.Prepare and deliver other reports, information and documents to DTC as DTC may

reasonably request;

J.Extend the voting rights to the Shareholder for extension by DTC to DTC participants

and the beneficial owners of Shares in accordance with policies and procedures of DTC

for book-entry only securities;

K.Maintain those books and records of the Trust specified by the Trust and agreed upon

by Fund Services;

L.Prepare a monthly report of all purchases and redemptions of Shares during such month

on a gross transaction basis, and identify on a daily basis the net number of Shares either

redeemed or purchased on such business day and with respect to each Authorized

Participant purchasing or redeeming Shares, the amount of Shares purchased or

redeemed;

M.Receive from the Distributor or from its agent purchase orders from Authorized

Participants (as defined in the Authorized Participant Agreement) for Creation Unit

Aggregations of Shares received in good form and accepted by or on behalf of the Trust

by the Distributor, transmit appropriate trade instructions to the NSCC, if applicable,

and pursuant to such orders issue the appropriate number of Shares of the Trust and hold

such Shares in the account of the Shareholder for each of the respective Funds;

N.Receive from the Authorized Participants redemption requests, deliver the appropriate

documentation thereof to the Trust’s custodian, generate and transmit or cause to be

generated and transmitted confirmation of receipt of such redemption requests to the

Authorized Participants submitting the same; transmit appropriate trade instructions to

the NSCC, if applicable, and redeem the appropriate number of Creation Unit

Aggregations of Shares held in the account of the Shareholder for each of the respective

Funds; and

O.Confirm the name, U.S. taxpayer identification number and principle place of

business of each Authorized Participant.

In addition to the services set forth above, Fund Services shall: perform the customary services

of a transfer agent and dividend disbursing agent including, but not limited to, maintaining the account

of the Shareholder; and obtaining at the request of the Trust from the Shareholder a list of DTC

participants holding interests in the Global Certificate.

Fund Services shall keep records relating to the services to be performed hereunder, in the form

and manner required by applicable laws, rules, and regulations under the 1940 Act and to the extent

required by Section 31 of the 1940 Act and the rules thereunder (the “Rules”), all such books and

records shall be the property of the Trust, will be preserved, maintained and made available in

accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in

accordance with its request.

3.Lost Shareholder Due Diligence Searches and Servicing

The Trust hereby acknowledges that Fund Services has an arrangement with an outside vendor to

conduct lost shareholder searches required by Rule 17Ad-17 under the Securities Exchange Act

of 1934, as amended. Costs associated with such searches will be passed through to the Trust as

a miscellaneous expense in accordance with the fee schedule set forth in Exhibit B hereto. If a

shareholder remains lost and the shareholder’s account unresolved after completion of the

mandatory Rule 17Ad-17 search, the Trust hereby authorizes Fund Services to conduct a more

in-depth search in order to locate the lost shareholder before the shareholder’s assets escheat to

the applicable state, to enter into agreements with vendors to conduct such additional searches,

and to charge the costs of such additional searches to the account of the lost shareholder.

4.Anti-Money Laundering and Red Flag Identity Theft Prevention Programs

The Trust acknowledges that it had an opportunity to review and consider the written procedures

provided by Fund Services describing various processes used by Fund Services which are

designed to promote the detection and reporting of potential money laundering activity and

identity theft by monitoring certain aspects of shareholder activity as well as written procedures

for verifying a customer’s identity (collectively, the “Procedures”). Further, the Trust has

determined that the Procedures, as part of the Trust’s overall anti-money laundering program and

identity theft prevention program responsibilities, are reasonably designed to help: (i) prevent the

Trust from being used for money laundering or the financing of terrorist activities; (ii) prevent

identity theft; and (iii) achieve compliance with the applicable provisions of the Bank Secrecy

Act, the USA Patriot Act of 2001, the Fair and Accurate Credit Transactions Act of 2003, and the

implementing regulations thereunder (together “AML Rules”).

Based on this determination, the Trust hereby instructs and directs Fund Services to implement

the Procedures, as applicable, on the Trust’s behalf, as such may be amended from time to time.

It is contemplated that these Procedures will be amended from time to time by Fund Services and

any such amended Procedures will be provided to the Trust. Should the Trust desire that Fund

Services perform services not provided for in the Procedures, such additional services and the

associated cost must be specifically detailed in the attached fee schedule.

The Trust acknowledges and agrees that although it is directing Fund Services to implement the

Procedures on its behalf, Fund Services is implementing the Procedures as a service provider to

the Trust and the Trust is and remains ultimately responsible for complying with all applicable

laws, rules, and regulations with respect to anti-money laundering, customer identification,

identity theft prevention, economic sanctions, and terrorist financing, whether under the AML

Rules, or otherwise, such as, the establishment and board adoption of its own formal anti-money

laundering program and the designation of its own anti-money laundering officer, as applicable.

The Trust further acknowledges and agrees that certain portions of the Procedures are applicable

to certain products, entities, structures, or geographies and, accordingly, certain portions of the

Procedures may not be implemented with respect to the Trust. The Trust has had the opportunity

to discuss the Procedures with Fund Services, and the Trust understands and agrees which

portions of the Procedures may not be implemented on behalf of the Trust. Without limitation of

the foregoing, Fund Services shall not be responsible for providing anti-money laundering or

customer identification services with respect to certain intermediary or dealer-controlled

customer accounts (i.e., level 0 sub- accounts through the Fund/SERV system operated by the

National Securities Clearing Corporation) and other fund client relationships where there is a

sub-transfer agency or similar arrangement between the Trust and the intermediary.

The Trust hereby directs, and Fund Services acknowledges, that Fund Services shall (i) permit

federal regulators access to such information and records maintained by Fund Services and

relating to Fund Services’ implementation of the Procedures, on behalf of the Trust, as they may

request, and (ii) permit such federal regulators to inspect Fund Services’ implementation of the

Procedures on behalf of the Trust.

5.Compensation

Fund Services shall be compensated for providing the services set forth in this Agreement in

accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time).

Fund Services shall also be reimbursed for such miscellaneous expenses set forth in Exhibit B as

are reasonably incurred by Fund Services in performing its duties hereunder. The Trust shall pay

all such fees and reimbursable expenses within 30 calendar days following receipt of the billing

notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify Fund

Services in writing within 30 calendar days following receipt of each invoice if the Trust is

disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10

calendar days of the day on which the parties agree to the amount to be paid. With the exception

of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall

accrue a finance charge of [...]% per month after the due date. Notwithstanding anything to the

contrary, amounts owed by the Trust to Fund Services shall only be paid out of assets and

property of the particular Fund involved.

6.Representations and Warranties

A.The Trust hereby represents and warrants to Fund Services, which representations and

warranties shall be deemed to be continuing throughout the term of this Agreement, that:

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

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

into this Agreement and to perform its obligations hereunder;

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

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

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

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

general application affecting the rights and remedies of creditors and secured

parties;

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

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

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

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

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

would prohibit its execution or performance of this Agreement;

(4)A registration statement under the 1940 Act and, if applicable, the Securities Act

of 1933, as amended, will be made effective prior to the effective date of this

Agreement and will remain effective during the term of this Agreement, and

appropriate state securities law filings will be made prior to the effective date of

this Agreement and will continue to be made during the term of this Agreement

as necessary to enable the Trust to make a continuous public offering of its

shares;

(5)All records of the Trust (including, without limitation, all shareholder and

account records) provided to Fund Services by the Trust or by a prior transfer

agent of the Trust are accurate and complete and Fund Services is entitled to rely

on all such records in the form provided; and

(6)The Trust has a reasonable belief that it knows the true identity of all

shareholders of the Trust as of the date of this Agreement including, to the extent

applicable, the beneficial owners of such shareholders, and Fund Services is

entitled to rely on such identification by the Trust.

B.Fund Services hereby represents and warrants to the Trust, which representations and

warranties shall be deemed to be continuing throughout the term of this Agreement,

that:

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

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

into this Agreement and to perform its obligations hereunder;

(2)This Agreement has been duly authorized, executed and delivered by Fund

Services in accordance with all requisite action and constitutes a valid and legally

binding obligation of Fund Services, enforceable in accordance with its terms,

subject to bankruptcy, insolvency, reorganization, moratorium and other laws of

general application affecting the rights and remedies of creditors and secured

parties;

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

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

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

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

of its charter, bylaws or any contract binding it or

affecting its property which would prohibit its execution or performance of this

Agreement; and

(4)It is a registered transfer agent under the Exchange Act.

7.Standard of Care; Indemnification; Limitation of Liability

A.Fund Services shall exercise reasonable care in the performance of its duties under this

Agreement. Neither Fund Services nor any of its affiliates or suppliers shall be liable for

any error of judgment; mistake of law; fraud or misconduct by the Trust, any Fund, the

adviser or any other service provider to the Trust or a Fund, or any employee of the

foregoing; or for any loss suffered by the Trust, a Fund, or any third party in connection

with Fund Services’ duties under this Agreement, including losses resulting from

mechanical breakdowns or the failure of communication or power supplies beyond Fund

Services’ reasonable control, except a loss arising out of or relating to Fund Services’

refusal or failure to comply with the terms of this Agreement (other than where such

compliance would violate applicable law) or from its bad faith, negligence, or willful

misconduct in the performance of its duties under this Agreement. Notwithstanding any

other provision of this Agreement, if Fund Services has exercised reasonable care in the

performance of its duties under this Agreement, the Trust shall indemnify and hold

harmless Fund Services and its affiliates and suppliers from and against any and all

claims, demands, losses, expenses, and liabilities of any and every nature (including

reasonable attorneys' fees) that Fund Services or its affiliates and suppliers may sustain or

incur or that may be asserted against Fund Services or its affiliates and suppliers by any

person arising out of any action taken or omitted to be taken by it in performing the

services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon

any written or oral instruction provided to Fund Services by any duly authorized officer

of the Trust, except for any and all claims, demands, losses, expenses, and liabilities

arising out of or relating to Fund Services’ refusal or failure to comply with the terms of

this Agreement (other than where such compliance would violate applicable law) or from

its bad faith, negligence or willful misconduct in the performance of its duties under this

Agreement. This indemnity shall be a continuing obligation of the Trust, its successors

and assigns, notwithstanding the termination of this Agreement. As used in this

paragraph, the term “Fund Services” shall include Fund Services’ directors, officers and

employees.

Fund Services shall indemnify and hold the Trust harmless from and against any and all

claims, demands, losses, expenses, and liabilities of any and every nature (including

reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted

against the Trust by any person arising out of any action taken or omitted to be taken by

Fund Services as a result of Fund Services’ refusal or failure to comply with the terms of

this Agreement, or from Fund Services’ bad faith, negligence, or willful misconduct in

the performance of its duties under this Agreement. This indemnity shall be a continuing

obligation of Fund Services, its successors and assigns, notwithstanding the termination

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

trustees, officers and employees.

In no case shall either party be liable to the other for (i) any special, indirect or

consequential damages, loss of profits or goodwill (even if advised of the possibility of

such); or (ii) any delay by reason of circumstances beyond its control, including acts of

civil or military authority, national emergencies, labor difficulties, fire, mechanical

breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond

its control of transportation or power supply.

In the event of a mechanical breakdown or failure of communication or power supplies

beyond its reasonable control, Fund Services shall take all reasonable steps to minimize

service interruptions for any period that such interruption continues. Fund Services will

make every reasonable effort to restore any lost or damaged data and correct any errors

resulting from such a breakdown at the expense of Fund Services. Fund Services agrees

that it shall, at all times, have reasonable business continuity and disaster contingency

plans with appropriate parties, making reasonable provision for emergency use of

electrical data processing equipment to the extent appropriate equipment is available.

Representatives of the Trust shall be entitled to inspect Fund Services’ premises and

operating capabilities at any time during regular business hours of Fund Services, upon

reasonable notice to Fund Services. Moreover, Fund Services shall provide the Trust, at

such times as the Trust may reasonably require, copies of reports rendered by

independent accountants on the internal controls and procedures of Fund Services

relating to the services provided by Fund Services under this Agreement.

Notwithstanding the above, Fund Services reserves the right to reprocess and correct

administrative errors at its own expense.

B.In order that the indemnification provisions contained in this section shall apply, it is

understood that if in any case the indemnitor may be asked to indemnify or hold the

indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent

facts concerning the situation in question, and it is further understood that the

indemnitee will use all reasonable care to notify the indemnitor promptly concerning

any situation that presents or appears likely to present the probability of a claim for

indemnification. The indemnitor shall have the option to defend the indemnitee against

any claim that may be the subject of this indemnification. In the event that the

indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall

take over complete defense of the claim, and the indemnitee shall in such situation

initiate no further legal or other expenses for which it shall seek indemnification under

this section. The indemnitee shall in no case confess any claim or make any

compromise in any case in which the indemnitor will be asked to indemnify the

indemnitee except with the indemnitor’s prior written consent.

C.The indemnity and defense provisions set forth in this Section 7 shall indefinitely

survive the termination and/or assignment of this Agreement.

D.If Fund Services is acting in another capacity for the Trust pursuant to a separate

agreement, nothing herein shall be deemed to relieve Fund Services of any of its

obligations in such other capacity.

8.Data Necessary to Perform Services

The Trust or its agent shall furnish to Fund Services the data necessary to perform the services

described herein at such times and in such form as mutually agreed upon.

9.Proprietary and Confidential Information

A.Fund Services agrees on behalf of itself and its directors, officers, and employees to treat

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

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

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

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

after prior notification to and approval in writing by the Trust, which approval shall not

be unreasonably withheld and may not be withheld where Fund Services may be exposed

to civil or criminal contempt proceedings for failure to comply, (ii) when requested to

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

Trust. Records and other information which have become known to the public through

no wrongful act of Fund Services or any of its employees, agents or representatives, and

information that was already in the possession of Fund Services prior to receipt thereof

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

Further, Fund Services will adhere to the privacy policies adopted by the Trust pursuant

to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this

regard, Fund Services shall have in place and maintain physical, electronic and

procedural safeguards reasonably designed to protect the security, confidentiality and

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

relating to the Trust and its shareholders.

B.The Trust agrees on behalf of itself and its trustees, officers, and employees to treat

confidentially and as proprietary information of Fund Services, all non- public

information relative to Fund Services (including, without limitation, information

regarding Fund Services’ pricing, products, services, customers, suppliers, financial

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

future research, development or business plans, affairs, operations, systems, computer

software in source code and object code form, documentation, techniques, procedures,

designs, drawings, specifications, schematics, processes and/or intellectual property),

and not to use such information for any purpose other than in connection with the

services provided under this Agreement, except (i) after prior notification to and approval

in writing by Fund Services, which approval shall not be unreasonably withheld and may

not be withheld where the Trust may be exposed to civil or criminal contempt

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

duly constituted authorities, or (iii) when so requested by Fund Services. Information

which has become known to the public through no wrongful act of the Trust or any of its

employees, agents or representatives, and information that was already in the possession

of the Trust prior to receipt thereof from Fund Services, shall not be subject to this

paragraph.

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

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

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

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

regulation, and (ii) Fund Services shall be permitted to include the name of the Trust in

lists of representative clients in due diligence questionnaires, RFP responses,

presentations, and other marketing and promotional purposes.

10.Records

Fund Services shall keep records relating to the services to be performed hereunder in the form

and manner, and for such period, as it may deem advisable and is agreeable to the Trust, but not

inconsistent with the rules and regulations of appropriate government authorities, in particular,

Section 31 of the 1940 Act and the rules thereunder. Fund Services agrees that all such records

prepared or maintained by Fund Services relating to the services to be performed by Fund

Services hereunder are the property of the Trust and will be preserved, maintained, and made

available in accordance with such applicable sections and rules of the 1940 Act and will be

promptly surrendered to the Trust or its designee on and in accordance with its request.

Notwithstanding the foregoing, Fund Services may retain such copies of such records in such

form as may be required to comply with any applicable law, rule, regulation, or order of any

governmental, regulatory, or judicial authority of competent jurisdiction.

11.Compliance with Laws

A.The Trust has and retains primary responsibility for all compliance matters relating to the

Trust, including but not limited to compliance with the 1940 Act, the Internal Revenue

Code of 1986, the Sarbanes-Oxley Act of 2002, the USA PATRIOT Act of 2001 and the

policies and limitations of the Trust relating to its portfolio investments as set forth in its

Prospectus and statement of additional information. Fund Services’ duties hereunder

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

Board of Trustee’s oversight responsibility with respect thereto. Further, the Trust agrees

that it complies with any and all applicable local, state, federal, and international data

protection laws, and confirms necessary and appropriate consents, disclosures and

notices are in place to enable collection and processing of personal data by Fund

Services. Fund Services’ functions hereunder shall not relieve the Trust of their primary

day-to- day responsibility for assuring such compliance.

B.The Trust shall immediately notify Fund Services if the investment strategy of any Fund

materially changes or deviates from the investment strategy disclosed in the current

Prospectus, or if it (or any Fund) becomes subject to any new law, rule, regulation, or

order of a governmental or judicial authority of competent jurisdiction that materially

impacts the operations of the Trust or any Fund or the services provided under this

Agreement.

C.If, and to the extent that, the General Data Protection Regulation (EU) 2016/679, as

amended (“GDPR”) or the Cayman Islands Data Protection Law, 2017, as amended

(“DPL”), are applicable to Fund Services and the Trust the following provisions shall

apply:

(1)The parties agree Fund Services is a “Data Processor” under GDPR and DPL, as

applicable, in the performance of its services under this the Agreement.

Notwithstanding the foregoing, the parties agree Fund Services is a “Data

Controller” under GDPR and DPL, as applicable, solely for the purpose of

fulfilling its own pre-contractual AML/KYC new fund client onboarding

obligations. In either case, the Trust shall ensure that all necessary and

appropriate consents, disclosures and notices, including data subject consents,

are in place to enable the processing of “Personal Data” (as defined by GDPR

and DPL) by Fund Services, the transfer of Personal Data to Fund Services, and

the transfer of Personal Data by Fund Services to third countries or regulatory

organizations.

(2)The parties further agree the Trust is a “Data Controller” under GDPR and DPL,

as applicable. The Trust, either alone or jointly with others, determines or

controls the content, use, purpose and means of processing the Personal Data.

(3)Fund Services shall process the Personal Data: (i) in accordance with instructions

of the Trust pursuant to this Agreement and any authorized persons list executed

pursuant thereto, for the purpose of discharging Fund Services’ obligations under

the Agreement; and (ii) when required by law or regulation, or required or

requested by any court or regulator (each a “Processing Order”) to which Fund

Services is subject. In the event Fund Services receives a request to process

Personal Data pursuant to any Processing Order, it shall, to the extent legally

permissible and reasonably practicable under the circumstances, notify the Trust

prior to processing.

(4)The Trust is solely responsible for developing and implementing its

internal policies and procedures with respect to GDPR and DPL.

(5)Fund Services shall:

i.ensure that persons handling Personal Data on its behalf are subject to

confidentiality obligations similar to those contained in this Agreement;

ii.implement appropriate technical and organizational measures to

protect Personal Data including against unauthorized or unlawful

processing and against accidental loss, damage or destruction;

iii.only appoint sub-processors with the prior written consent of the Trust

(standing instructions or general written authorization are sufficient), and

only if the sub-processors provide sufficient guarantees in writing to Fund

Services that they have implemented appropriate technical and organizational

measures in such a manner that processing will comply with GDPR and

DPL, as applicable1;

iv.beyond the initial appointment, inform the Trust of any intended

material changes concerning the addition or replacement of sub-

processors, thereby giving the Trust the opportunity to object;

v.taking into account the nature of the processing, reasonably assist the Trust

by appropriate technical and organizational measures, insofar as possible, to

enable the Trust to comply with its obligation to respond to requests for

exercising a data subject’s rights under GDPR or DPL;

vi.provide reasonable assistance to the Trust in ensuring their compliance with

obligations regarding Personal Data breaches, data protection impact

assessments and prior consultation subject to the nature of the processing

and the information reasonably available to Fund Services, and inform the

Trust of Personal Data breaches without undue delay;

vii.at the written direction of the Trust, delete or return all Personal Data to the

Trust after the end of the provision of services under the Agreement

relating to processing, and delete existing copies of Personal Data unless

applicable law or internal data retention or backup procedures require the

storage of such Personal Data; and

viii.make available to the Trust all information reasonably necessary to

demonstrate compliance with GDPR or DPL, as applicable, and allow for

and reasonably cooperate with audits, including inspections, conducted by

the Trust or its auditor; and immediately inform the Trust if, in its opinion,

the Trust’s instructions regarding this subsection infringes on GDPR or

DPL.

(6)Each party shall comply with any other applicable law or regulation which

implements GDPR and DPL in relation to the Personal Data. Nothing in

the Agreement shall be construed as preventing either party from taking

such other steps as are necessary to comply with GDPR, DPL or any other

applicable data protection laws.

1 For the avoidance of doubt, Fund Services’ affiliates and third party software providers will be used as sub-

processors under this Agreement, and the Trust hereby authorizes such use.

12.Duties in the Event of Termination

In the event that, in connection with termination, a successor to any of Fund Services’ duties or

responsibilities hereunder is designated by the Trust by written notice to Fund Services, Fund

Services will promptly, upon such termination and at the expense of the Trust, transfer to such

successor all relevant books, records, correspondence, and other data established or maintained

by Fund Services under this Agreement in a form reasonably acceptable to the Trust (if such

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

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

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

Services’ personnel in the establishment of books, records, and other data by such successor.

If no such successor is designated, then such books, records and other data shall be returned to

the Trust. The Trust shall also pay any fees associated with record retention and/or tax reporting

obligations that Fund Services is obligated under applicable law, regulation, or rule to continue

following the termination.

13.Term of Agreement; Amendment

A.This Agreement shall become effective as of the last date written on the signature page

and will continue in effect for a period of three (3) years. Following the initial term, this

Agreement shall automatically renew for successive one (1) year terms unless either

party provides written notice at least 90 days prior to the end of the then current term

that it will not be renewing the Agreement.

B.Subject to Section 14, this Agreement may be terminated by either party (in whole or with

respect to one or more Funds) upon giving 90 days’ prior written notice to the other party

or such shorter notice period as is mutually agreed upon by the parties.

C.Fund Services may terminate this Agreement immediately (in whole or with respect to

one or more Funds) if the continued service of such Funds or the Trust would cause

Fund Services or any of its affiliates to be in violation of any applicable law, rule,

regulation, or order of any governmental, regulatory or judicial authority of competent

jurisdiction, or if the Funds or the Trust (or any affiliate thereof) commits any act, or

becomes involved in any situation or occurrence, tending to bring itself into public

disrepute, contempt, scandal, or ridicule, or such that continued association with the

Funds or the Trust would reflect unfavorably upon Fund Services’ reputation, provided

that in such event Fund Services shall, to the extent it is legally permitted and able to do

so, provide reasonable assistance to transition such Funds or the Trust to a successor

service provider.

D.This Agreement may be terminated by any party upon the breach of the other party of

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

of such breach to the breaching party.

E.This Agreement may not be amended or modified in any manner except by written

agreement executed by Fund Services and the Trust, and authorized or approved by

the Trust’s Board of Trustees.

14.Early Termination

In the absence of any material breach of this Agreement, should the Trust elect to terminate this

Agreement (in whole or with respect to one or more Funds) prior to the end of the then current

term, the Trust agrees to pay the following fees with respect to each Fund subject to the

termination:

a.all monthly fees through the remaining term of the Agreement, including the

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

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

b.all fees associated with converting services to successor service provider;

c.all fees associated with any record retention and/or tax reporting obligations that

may not be eliminated due to the conversion to a successor service provider;

d.all miscellaneous costs associated with a-c above.

15.Assignment

This Agreement shall extend to and be binding upon the parties hereto and their respective

successors and assigns; provided, however, that this Agreement shall not be assignable by the

Trust without the written consent of Fund Services, or by Fund Services without the written

consent of the Trust accompanied by the authorization or approval of the Trust’s Board of

Trustees.

16.Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of

Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of

the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of

the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner

inconsistent with the 1940 Act or any rule or order of the Securities and Exchange Commission

thereunder.

17.No Agency Relationship

Nothing herein contained shall be deemed to authorize or empower either party to act as agent for

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

other party to this Agreement.

18.Services Not Exclusive

Nothing in this Agreement shall limit or restrict Fund Services from providing services to other

parties that are similar or identical to some or all of the services provided hereunder.

19.Invalidity

Any provision of this Agreement which may be determined by competent authority to be

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

extent of such prohibition or unenforceability without invalidating the remaining provisions

hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or

render unenforceable such provision in any other jurisdiction. In such case, the parties shall in

good faith modify or substitute such provision consistent with the original intent of the parties.

20.Notices

Any notice required or permitted to be given by either party to the other shall be in writing and

shall be deemed to have been given on the date delivered personally or by courier service, or

three days after sent by registered or certified mail, postage prepaid, return receipt requested, or

on the date sent and confirmed received by facsimile transmission to the other party’s address

set forth below:

Notice to Fund Services shall be sent to:

U.S. Bank Global Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

Attn: President

Notice to the Trust shall be sent to:

Michael Willis

200 2nd Ave. South #737

St. Petersburg, FL 33701-4313

20.No Third Party Rights

Nothing expressed or referred to in this Agreement will be construed to give any third party

(including, without limitation, shareholders of any Fund) any legal or equitable right, remedy or

claim under or with respect to this Agreement.

21.Multiple Originals

This Agreement may be executed on two or more counterparts, each of which when so executed

shall be deemed to be an original, but such counterparts shall together constitute but one and the

same instrument.

SIGNATURES ON NEXT PAGE

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

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


ONEFUND	U.S. BANCORP FUND SERVICES, LLC


By:	/s/ Michael Willis	By:	/s/ Jason Hadler
Name:	Michael Willis	Name:	Jason Hadler
Title:	President	Title:	Sr. Vice President
Date:	12/18/2023	Date:	12/20/2023

Exhibit A

Transfer Agent Servicing Agreement

Separate Series of ONEFUND

Name of Series

CYBER HORNET - S&P 500 and Bitcoin 75/25 Strategy ETF

Exhibit B

Fund Transfer Agent Servicing Agreement Fee Schedule

Base Fee for Accounting, Administration, Transfer Agent & Account Services

The following reflects the greater of the basis point fee or annual minimum¹ where Digital Funds, LLC

(“Adviser”) acts as investment adviser to the fund(s) in ONEFUND (the “Trust”)

Annual Minimum per Fund²Basis Points on Trust AUM²

$ [...] for Funds 1-5[...] on the first $ [...] million

$ [...] for Funds 6-10[...] on the next $ [...] million

$ [...] for Funds 11+[...] on the next $

[...]b

[...] on the

balance

See APPENDIX A for Services and Associated Fees in addition to the Base Fee

See APPENDIX B for OPTIONAL Supplemental Services and Associated Fees

¹ Each fund, regardless of asset size, will have fees allocated to it equal to the per fund minimum. Should

the complex level basis point fee calculation exceed the complex level minimum fee level calculation, the

fees in excess of the minimum will be allocated to each fund based on the percent on AUM.

² Subject to annual CPI increase - All Urban Consumers - U.S. City Average" index, provided that the CPI

adjustment will not decrease the base fees (even if the cumulative CPI rate at any point in time is

negative).

Once a Fund is operational, should this service agreement with U.S. Bank be terminated prior to the end

of the initial two year period, Adviser will be responsible for the balance of the minimum fees for the

remainder of the service agreement's 12-month period beginning with the Fund's launch or any

anniversary of launch. To avoid doubt, if "the Adviser" launched a Fund on March 1, 2020 and terminated

the relationship on June 30, 2021, Adviser would owe U.S. Bank up to [...]% of $ [...] ($ [...] admin/acct/ta +

$ [...] Custody).

Additional services not included above shall be mutually agreed upon at the time of the service being

added. In addition to the fees described above, additional fees may be charged to the extent that

changes to applicable laws, rules or regulations require additional work or expenses related to services

provided (e.g., compliance with new liquidity risk management and reporting requirements).

Appendix A - Accounting, Administration, Transfer Agent & Account

Services (in addition to the Base Fee)

Pricing Services

For daily pricing of each securities (estimated [...] pricing days annually)

■$ [...] - Listed Instruments and rates which may include but are not limited to: Domestic Equities,

Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Total Return Swaps

■$ [...] - Lower Tier Cost Fixed Income Instruments which may include but are not limited to: Domestic

Corporates, Governments and Agency Bonds, Mortgage Backed Securities, and Municipal Bonds

■$ [...] - Higher Tier Cost Fixed Income Instruments which may include but are not limited to: CMO

and Asset Backed Securities Money Market Instruments, Foreign Corporates, Governments and

Agency Bonds, and High Yield Bonds

■$ [...] - Bank Loans

■Intraday money market funds pricing, up to [...] times per day

■$ [...] per Month Manual Security Pricing (>[...] per day)

■Derivative Instruments are generally charged at the following rates:

●$ [...] - Interest Rate Swaps, Foreign Currency Swaps

●$ [...] - Swaptions

●$ [...] - Credit Default Swaps

Note: Prices are based on using U.S. Bank primary pricing service which may vary by security type and

are subject to change. Prices do not include set-up fees which may be charged on certain derivative

instruments such as swaps. Use of alternative and/or additional sources may result in additional fees.

Pricing vendors may designate certain securities as hard to value or as a non-standard security types,

such as CLOs, CDOs and complex derivative instruments, which may result in additional swap set up

fees. All schedules subject to change depending upon the use of unique security type requiring special

pricing or accounting arrangements.

Corporate Action and Factor Services

Fee for ICE data used to monitor corporate actions

■$ [...] per Foreign Equity Security per Month

■$ [...] per Domestic Equity Security per Month

■$ [...] per CMOs, Asset Backed, Mortgage Backed Security per Month

Third Party Administrative Data Charges (descriptive data for analytics,

reporting and compliance)

■$ [...] per security per month for fund administrative

SEC Modernization Requirements

■$ [...] per year, per Fund - Form N-PORT

■$ [...] per year, per Fund - Form N-CEN

Chief Compliance Officer Support Fee

■$ [...] per trust for each U.S. Bank service selected (administration, accounting, transfer agent,

custodian) - CCO support annual fee

Chief Compliance Officer Support Fee includes the following services:

■Access to the CCO Portal including business line Critical Procedures, Compliance Controls, Testing

of Controls, Annual U.S. Bank Global Fund Services CCO Review, SOC/ SSAE audits of business

lines

■Quarterly 38a-1 certifications to the CCO regarding any changes to critical policies, procedures and

controls and compliance events as required under Rule 38a-1 of the Investment Company Act

■Quarterly CCO teleconferences and other periodic events and webinars

■CCO forums held periodically throughout the year in major cities

■Annual client conference which includes CCO roundtable discussions

NOTE: the CCO Support team does NOT serve as the Fund CCO

Additional services not included above shall be mutually agreed upon at the time of the service being

added. In addition to the fees described above, additional fees may be charged to the extent that changes

to applicable laws, rules or regulations require additional work or expenses related to services provided

(e.g., compliance with new liquidity risk management and reporting requirements).

Fees are calculated pro rata and billed monthly

Appendix B - Supplemental Services for Fund Accounting, Fund

Administration & Portfolio Compliance (provided by U.S. Bank upon client

need and/or request)

Daily Compliance Services

■$ [...] per fund per year - Base fee

■$ [...] per fund group - Setup

Section 18 Daily Compliance Testing (for derivatives and leverage)

■$ [...] set up fee per fund complex

■$ [...] per fund per month

Controlled Foreign Corporation (CFC)

■$ [...] plus U.S. Bank Fee Schedule

C- Corp Administrative Services

■$ [...] plus 1940 Act C-Corp - U.S. Bank Fee Schedule

■$ [...] plus 1933 Act C-Corp - U.S. Bank Fee Schedule

Ongoing Annual Regulatory Administration Services

Add the following for regulatory administration services in support of external legal counsel, including

annual registration statement update and drafting of supplements:

■$ [...] first fund

■$ [...] each additional fund in the same statutory prospectus up to [...] funds

■Fees will be negotiated for fund [...]

Section 15(c) Reporting

■$ [...] per fund per standard reporting package*

■Additional 15c reporting is subject to additional charges

■Standard data source - Morningstar; additional charges will apply for other data services

*Standard reporting packages for annual 15(c) meeting

●Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w

classes on one report) OR Full 15(c) report

●Performance reporting package: Peer Comparison Report

Rule 2a-5 Reporting (valuation reporting and support):

■$ [...] per fund

Core Tax Services

M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal

year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form

8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign

Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend

Estimates (Limited to two).

Optional Tax Services

The Base Fee includes the following core tax services: M-1 book-to-tax adjustments at fiscal and excise

year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal

income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form

1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state

returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two). Additional services

excluded from the Base Fee are:

■$ [...] per year - Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations

(CFCs)

■$ [...] per additional estimate - Additional Capital Gain Dividend Estimates - (First two included in

core services)

■$ [...] per additional return - State tax returns - (First two included in core services)

Tax Reporting - C-Corporations

Federal Tax Returns

■$ [...] - Prepare corporate Book to tax calculation, average cost analysis and cost basis role

forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout

Analysis)

■Prepare Federal and State extensions (If Applicable) - Included in the return fees

■$ [...] Per estimate - Prepare provision estimates

State Tax Returns

■$ [...] per state return - Prepare state income tax returns for funds and blocker entities

●$ [...] per state return - Sign state income tax returns

Assist in filing state income tax returns - Included with preparation of returns

■$ [...] per fund - State tax notice consultative support and resolution

Miscellaneous Expenses

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

billed as incurred: Charges associated with accelerated effectiveness at DTCC, Portfolio Composition File

(PCF) management services, SWIFT processing, customized reporting, third-party data provider costs

(including GICS, MSCI, Lipper, etc.), postage, stationary, programming, special reports, proxies,

insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, expenses

related to and including travel to and from Board of Trustee meetings, third party auditing and legal

expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, conversion expenses (if

necessary), and travel related costs.

Fees are calculated pro rata and billed monthly

Exhibit C

Fund Transfer Agent Servicing Agreement

“As of” Processing Policy

Fund Services will reimburse each Fund for any Net Material Loss that may exist on the Fund’s

books and for which Fund Services is responsible, at the end of each calendar month. “Net Material Loss”

shall be defined as any remaining loss, after netting losses against any gains, which impacts a Fund’s net

asset value per share by at least [...] cent. Gains and losses will be reflected on the Fund’s daily share

sheet, and the Fund will be reimbursed for any net material loss on a monthly basis. Fund Services will

reset the “as of” ledger each calendar month so that any losses which do not exceed the materiality

threshold of [...] cent will not be carried forward to the next succeeding month. Fund Services will notify

the adviser to the Fund on the daily share sheet of any losses for which the adviser may be held

accountable.