POS EX

As filed with the Securities and Exchange Commission on March 3, 2020

1933 Act File No. 333-236320

1940 Act File No. 811-23392

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	☒
PRE-EFFECTIVE AMENDMENT NO. __	☐
POST-EFFECTIVE AMENDMENT NO. 1	☒

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	☒
AMENDMENT NO. 9	☒

ARCA U.S. TREASURY FUND

(Exact name of Registrant as Specified in Charter)

4151 Redwood Ave., Suite 206
Los Angeles, CA 90066

(Address of Principal Executive Offices)

424-289-8068

(Registrant’s Telephone Number, including Area Code)

Copies of Information to:
Philip Liu, Esq.	Kelley A. Howes, Esq.	Susan I. Gault-Brown, Esq.
Arca Funds	Morrison & Foerster LLP	Morrison & Foerster LLP
4151 Redwood Ave., Suite 206	370 17th Street, Suite 4200	2000 Pennsylvania Avenue, NW
Los Angeles, CA 90066	Denver, CO 80202	Suite 6000
		Washington, D.C. 20006-1888

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

Check box if any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan. ☒

It is proposed that this filing will become effective ☒when declared effective pursuant to section 8(c).

If appropriate, check the following box:
o	This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
o	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:
o	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:
x	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-236320.
Check each box that appropriately characterizes the Registrant:
x	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)).
o	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

x Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

o A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

o Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

o Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).

o If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.

x New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) of Arca U.S. Treasury Fund (as amended prior to the date hereof, the “Registration Statement”) is being filed solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note, Part C of the Registration Statement and Exhibits (h), (k)(1), (k)(2), (k)(3), (k)(4), (k)(5), and (s)(4) filed pursuant to Item 25 of the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement.

ARCA U.S. TREASURY FUND

PART C – OTHER INFORMATION

Item 25. Financial Statements and Exhibits

1. Financial Statements.

Part A:	None.
Part B:	Report of Independent Registered Public Accounting Firm Statement of Assets and Liabilities, Statement of Operations Notes to Financial Statements

2. Exhibits
(a)	(1)	Declaration of Trust dated November 2, 2018 (incorporated by reference from Exhibit (a)(1) to the Registration Statement on Form N-2 (File Nos. 333-228303 and 811-23392) filed on November 9, 2018).
	(2)	Amended and Restated Agreement and Declaration of Trust dated December 11, 2019 (incorporated by reference from Exhibit (a)(2) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).
(b)		By-Laws dated as of December 11, 2019 (incorporated by reference from Exhibit (b) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).
(c)		Not applicable
(d)		Not applicable
(e)		Dividend Reinvestment Plan (incorporated by reference from Exhibit (e) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).
(f)		Not applicable
(g)		Investment Advisory Agreement between the Registrant and Arca Capital Management, LLC (incorporated by reference to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on February 7, 2020).
(h)		Distribution Agreement between the Registrant and UMB Distribution Services, LLC is filed herewith.
(i)		Not applicable
(j)		Custody Agreement between the Registrant and UMB Bank (incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on May 28, 2020.
(k)	(1)	Fund Services Agreement between the Registrant and Gemini Fund Services, LLC is filed herewith.
	(2)	Compliance Services Agreement between the Registrant and Cipperman Compliance Services, LLC is filed herewith.
	(3)	Transfer Agent Agreement between the Registrant and DTAC LLC is filed herewith.
	(4)	Expense Limitation Agreement between the Registrant and Arca Capital Management, LLC is filed herewith.
	(5)	Blockchain Administration and Development Agreement between the Registrant and Arca Capital Management, LLC is filed herewith.
(l)	(1)	Opinion and Consent of Richards, Layton & Finger, P.A. (incorporated by reference from Exhibit (l)(1) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).

	(2)	Consent of Morrison & Foerster LLP (incorporated by reference from Exhibit (l)(2) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).
(m)		Not applicable
(n)		Consent of RSM US LLP (incorporated by reference from Exhibit (n) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).
(o)		Not applicable
(p)		Initial Seed Capital Balance Sheet (incorporated by reference from Exhibit (p) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).
(q)		Not applicable
(r)	(1)	Code of Ethics of the Fund (incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on May 28, 2020.

	(2)	Code of Ethics of the Adviser (incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on May 28, 2020.
(s)		Powers of Attorney
	(1)	Power of Attorney of Philip Liu dated December 11, 2019 (incorporated by reference from Exhibit (s)(1) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).
	(2)	Power of Attorney of Bruce Park dated December 11, 2019 (incorporated by reference from Exhibit (s)(2) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).
	(3)	Power of Attorney of Daniel A. Strachman dated December 11, 2019 (incorporated by reference from Exhibit (s)(3) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).
	(4)	Power of Attorney of Vance Jeffery Sanders dated March 2, 2021 is filed herewith.
	(5)	Power of Attorney of Jeffrey Gary dated December 11, 2019 (incorporated by reference from Exhibit (s)(5) to the Registration Statement on Form N-2 (File Nos. 333-236320 and 811-23392) filed on June 25, 2020).

Item 26. Marketing Arrangements

Not Applicable.

Item 27. Other Expenses of Issuance and Distribution

SEC Registration fees	$	12,970
FINRA fees	$	0
Legal fees	$	485,608
Blue Sky fees	$	20,000
Accounting fees	$	0
Transfer Agent fees	$	24,000
Printing	$	10,000
Total	$	552,578

Item 28. Persons Controlled by or Under Common Control with Registrant

The Registrant is not aware of any person that is directly or indirectly under common control with the Registrant, except that the Registrant may be deemed to be controlled by Arca Capital Management LLC, the Registrant’s investment adviser. Information regarding the ownership of Arca Capital Management is set forth in its Form ADV as filed with the SEC (File No. 801-118646).

Item 29. Number of Holders of Securities as of March 1, 2021:

Title of Class	Number of Record Holders
Shares of Beneficial Ownership.	17

Item 30. Indemnification

Reference is made to Article VIII of the Registrant’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”), filed as Exhibit 2(a)(2) to Pre-Effective Amendment No. 5 to the Registrant’s Registration Statement (filed on January 24, 2020. The Registrant hereby undertakes that it will apply the indemnification provisions of the Declaration of Trust in a manner consistent with Release 40-11330 of the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), so long as the interpretation therein of Sections 17(h) and 17(i) of the 1940 Act remains in effect. The Registrant will maintain insurance on behalf of any person who is or was an independent trustee, officer, employee, or agent of the Registrant against certain liability asserted against and incurred by, or arising out of, his or her position. The trustees, officers and agents of the Trust will also be entitled to statutory protection under the Delaware Statutory Trust Act against personal liability for obligations of the Trust. The Trust will indemnify each of its trustees, officers and certain other persons against all liabilities and expenses reasonably incurred in connection with the defense or disposition of any action, suit or other proceeding in which he or she may be involved, except for any liability arising by reason of bad faith, willful misconduct or gross negligence. However, in no event will the Registrant pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of Investment Adviser

A description of any other business, profession, vocation, or employment of a substantial nature in which the investment adviser of the Registrant, and each member, director, executive officer, or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of member, trustee, officer, employee, partner or director, is set forth in the Registrant’s prospectus in the section entitled “Management of the Fund.” Information as to the members and officers of the Adviser is included in its Form ADV as filed with the SEC (File No. 801-118646), and is incorporated herein by reference.

Item 32. Location of Accounts and Records

The Fund’s accounts, books and other documents are currently located at its offices, 4151 Redwood Ave., Suite 206, Los Angeles, California 90066, and at the offices of the following:

1. The Custodian, with principal offices at 928 Grand Blvd., 10th Floor, Kansas City, Missouri 64106;

2. The Administrator, with principal offices at 4221 North 203rd Street, Suite 100, Elkhorn, Nebraska 68022-3474; and

3. The Transfer Agent, with principal offices at 655 Montgomery St., Floor 7, San Francisco, CA 94111.

Item 33. Management Services

Not Applicable.

Item 34. Undertakings

1. The Registrant undertakes to suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value of the Fund declines more than ten percent from its net asset value as of the effective date of the registration statement or (2) the net asset value of the Fund increases to an amount greater than its net proceeds as stated in the prospectus.

2. Not applicable.

3. Not applicable.

4.

(a) The Registrant undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (a) (1) to include any prospectus required by Section 10(a)(3) of the Securities Act, (2) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, and (3) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b) For purposes of determining any liability under the Securities Act, each post-effective amendment to this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The Registrant undertakes to remove from registration by means of a post-effective amendment any of the securities being registered, which remain unsold at the termination of the offering.

(d) The Registrant undertakes that, for the purpose of determining liability under the Securities Act, if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement

that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;

(e) The Registrant undertakes that, for the purpose of determining liability under the Securities Act, in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act; (2) the portion of any advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

5. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. The Registrant undertakes that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.

6. The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, the Registrant’s statement of additional information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 3^rd day of March, 2021.

ARCA U.S. TREASURY FUND
By:	/s/ Philip Liu
	Philip Liu
	President (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the 3^rd day of March, 2021.

By:	/s/ Philip Liu
	Philip Liu
	Trustee and President
By:	/s/ Vance Jeffrey Sanders*
	Vance Jeffrey Sanders
	Treasurer (Principal Financial and Accounting Officer)
By:	/s/ Jeffrey J. Gary*
	Jeffrey J. Gary
	(Trustee)
By:	/s/ Bruce H. Park*
	Bruce H. Park
	(Trustee)
By:	/s/ Daniel A. Strachman*
	Daniel A. Strachman
	(Trustee)
		*By:	/s/ Richard Malinowski
			Richard Malinowski
			Secretary

* Pursuant to Powers of Attorney incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.	Description
(h)	Distribution Agreement between the Registrant and UMB Distribution Services, LLC
(k)(1)	Fund Services Agreement between the Registrant and Gemini Fund Services, LLC is filed herewith.
(k)(2)	Compliance Services Agreement between the Registrant and Cipperman Compliance Services, LLC
(k)(3)	Transfer Agent Agreement between the Registrant and DTAC LLC
(k)(4)	Expense Limitation Agreement between the Registrant and Arca Capital Management, LLC
(k)(5)	Blockchain Administration and Development Agreement between the Registrant and Arca Capital Management, LLC
(s)(4)	Power of Attorney of Vance Jeffery Sanders

EX-99.2K OTH CONTRCT

FUND SERVICES AGREEMENT

between

ARCA U.S. TREASURY FUND

and

INDEX

1.   APPOINTMENT AND DELIVERY OF DOCUMENTS	1
2.   DUTIES OF GFS	2
3.   FEES AND EXPENSES	3
4.   STANDARD OF CARE, INDEMNIFICATION AND RELIANCE	4
5.   LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY	6
6.   EXPENSES ASSUMED BY THE TRUST	6
7.   REPRESENTATIONS AND WARRANTIES	7
8.   CONFIDENTIALITY	8
9.   PROPRIETARY INFORMATION	8
10.   ADDITIONAL FUNDS AND CLASSES	9
11.   ASSIGNMENT AND SUBCONTRACTING	9
12.   TERM AND TERMINATION	9
13.    LIAISON WITH ACCOUNTANTS/ATTORNEYS	10
14.   MISCELLANEOUS	10

ATTACHED APPENDICES

APPENDIX I

APPENDIX II

APPENDIX III

ARCA U.S. TREASURY FUND

FUND SERVICES AGREEMENT

THIS FUND SERVICES AGREEMENT (this “Agreement”) dated the 18th day of October, 2019 (the “Effective Date”), is entered into by and between ARCA U.S. TREASURY FUND, a Delaware statutory trust having its principal office and place of business at 4151 Redwood Ave., Suite 206, Los Angeles, CA 90066 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 17645 Wright Street, Suite 200, Omaha, Nebraska 68130 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

WHEREAS, the Trust is a closed-end management investment company to be registered with the United States Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (“1940 Act”); and

WHEREAS, the Trust is authorized to issue shares (“Shares”) in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust shall offer shares in the series as set forth on Appendix III attached hereto (each such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 10, being herein referred to as a “Fund,” and collectively as the “Funds”); and

WHEREAS, the Trust desires that GFS perform the services selected on Appendix III (collectively the “Services”) for the Funds and GFS is willing to provide those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the Trust and GFS hereby agree as follows:

1.       APPOINTMENT AND DELIVERY OF DOCUMENTS

(a) The Trust, on behalf of each Fund listed in Appendix III attached hereto, hereby appoints GFS to provide the Services to the Trust as selected in Appendix III attached hereto, for the period and on the terms set forth in this Agreement. GFS accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 3 and Appendix III of this Agreement. A description of all the services offered by GFS is set forth on Appendices I – II.

(b) In connection therewith the Trust has delivered to GFS copies of:

(i) the Trust's Amended and Restated Agreement and Declaration of Trust and Bylaws (collectively, the "Organizational Documents");

(ii) the Trust's Registration Statement on Form N-2 and all amendments thereto filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the 1940 Act (the "Registration Statement");

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(iii) the Trust’s notification of registration under the 1940 Act on Form N-8A as filed with the SEC;

(iv) the Trust's current Prospectus and Statement of Additional Information for each Fund (collectively, as currently in effect and as amended or supplemented, the "Prospectus");

(v) each Fund’s current plan and agreement for shareholder servicing, as applicable (the "Plan");

(vi) each Fund’s investment advisory agreement;

(vii) each Fund’s underwriting or distribution agreement;

(viii) contact information for each Fund’s service providers, including but not limited to, the Fund’s administrator, custodian, transfer agent, independent auditors, legal counsel, underwriter and chief compliance officer; and

(ix) a copy of all the compliance procedures adopted by the Trust, in respect of the Funds, in accordance with the rules and regulations under the 1940 Act, including, without limitation, Rule 38a-1.

(c) The Trust shall promptly furnish GFS with all amendments of or supplements to the items listed in Section 1(b) above, and shall deliver to GFS a copy of the resolution of the Board of Trustees of the Trust (the "Board") appointing GFS and authorizing the execution and delivery of this Agreement.

2.       DUTIES OF GFS

GFS’s duties with respect to Fund Accounting and Fund Administration services are detailed in Appendices I and II to this Agreement.

(a) In order for GFS to perform the Services, the Trust (i) shall cause all service providers to the Funds of the Trust to furnish any and all information to GFS, and assist GFS as may be required and (ii) shall make available or grant GFS access to any records and documents maintained by or on behalf of the Trust as may be reasonably required.

(b) GFS shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

(c) Whenever, in the course of performing its duties under this Agreement, GFS determines, on the basis of information supplied to GFS by the Trust, that a violation of applicable law has occurred, or that, to its knowledge, a possible violation of applicable law may have occurred, or with the passage of time could occur, GFS shall promptly notify the Trust’s Chief Compliance Officer and legal counsel of such violation.

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3. FEES AND EXPENSES

(a) Fees. As compensation for the Services provided by GFS to the Trust pursuant to this Agreement, the Trust, on behalf of each Fund, agrees to pay GFS the fees set forth in Appendix III attached hereto. Fees will begin to accrue for each Fund on the latter of the date of this Agreement or the date GFS begins providing Services to a Fund. For the purpose of determining fees calculated as a function of a Fund’s assets, the value of the Fund’s assets and net assets shall be computed as required by its currently effective Prospectus, generally accepted accounting principles, and resolutions of the Board. GFS will render, after the close of each month in which Services have been furnished, a statement reflecting all of the charges for such month. Services provided for partial months shall be subject to pro ration.

(b) Expenses. GFS will bear its own expenses, in connection with the performance of the Services under this Agreement, except as provided herein or as agreed to by the parties. In addition to the fees paid under Section 3(a), the Trust agrees to reimburse GFS for all reasonable out-of-pocket expenses or advances incurred by GFS to perform the Services or otherwise incurred by GFS at the request or with the consent of the Trust. For reports, analyses and services requested in writing by the Trust and provided by GFS, not in the ordinary course, GFS shall charge hourly fees specified in Appendix III attached hereto.

(c) Fee Changes. On each anniversary date of this Agreement (determined from the “Effective Date” for each Fund as set forth on Appendix III), the base and/or minimum fees enumerated in Appendix III attached hereto, may be increased by the change in the Consumer Price Index for the Northeast region (the “CPI”) for the twelve-month period ending with the month preceding such annual anniversary date. Any CPI increases not charged in any given year may be included in prospective CPI fee increases in future years. GFS Agrees to provide the Board prior written notice of any CPI increase.

(d) Due Date. All fees contemplated under Section 3(a) above and reimbursement for all expenses contemplated under Section 3(b) above are due and payable within ten (10) days of receipt of an invoice provided by GFS. Any fees or reimbursements due hereunder not received by its due date may be assessed interest at the maximum amount permitted by law.

(e) Books and Records. The accounts, books, records and other documents (the “Records”) maintained by GFS shall be the property of the Funds, and shall be surrendered to the Funds, at the expense of the Funds, promptly upon request by the Funds in the form in which such Records have been maintained or preserved, provided that all service fees and expenses charged by GFS in the performance of its duties hereunder have been fully paid to the satisfaction of GFS. GFS agrees to maintain a back-up set of Records of the Funds (which back-up set shall be updated on at least a weekly basis) at a location other than that where the original Records are stored. GFS shall assist the Funds’ independent auditors, or, upon approval of the Funds, any regulatory body, in any requested review of the Funds’ Records. GFS shall preserve the Records, as they are required to be maintained and preserved by Rule 31a-1 under the 1940 Act.

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(f) De-Conversion Fees. Upon termination of this Agreement, GFS will charge a “De-Conversion” fee to compensate GFS for providing to the Fund’s new service providers, all material records, history and data maintained by GFS under this Agreement. The amount of the De-Conversion fees are specified in Appendix III attached hereto. In addition, GFS reserves the right to charge for out-of-pocket expenses associated with the De-Conversion, as specified in Section 12(d) of this Agreement.

(g) Post-Engagement Audit Support Fees. After a De-Conversion, GFS is often called upon to provide support to a Fund’s service provider and assist with a Fund’s audit. Services provided by GFS to accommodate a Fund’s request following termination of this Agreement shall be subject to GFS’s standard hourly rates existing at the time of the request. The Fund agrees to compensate GFS, at GFS’s standard hourly rates, for accommodating a Fund’s request following termination of this Agreement.

4. STANDARD OF CARE, INDEMNIFICATION AND RELIANCE

(a) Indemnification of GFS. The Trust shall, on behalf of each applicable Fund, indemnify and hold GFS harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by the Trust contained in this Agreement, or which arise out of the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with this Agreement. The Trust shall hold GFS harmless and GFS shall not be liable for and shall be entitled to rely upon and may act upon information, advice, records, reports and requests generated by the Funds, the Fund’s legal counsel and the Fund’s independent accountants. GFS shall be without liability for any action reasonably taken or omitted pursuant to this Agreement.

(b) Indemnification of the Trust. GFS shall indemnify and hold the Trust and each applicable Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorney or consultant fees, payments, expenses and liability arising out of or attributable to GFS’s refusal or failure to comply with the terms of this Agreement, breach of any representation or warranty made by GFS contained in this Agreement or which arise out of GFS’s lack of good faith, gross negligence, willful misconduct or reckless disregard of its duties with respect to GFS’s performance under or in connection with this Agreement.

(c) Reliance. Except to the extent that GFS may be liable pursuant to Sections 4(a) and 4(b) above, GFS shall not be liable for any action taken or failure to act in good faith in reliance upon:

(i) advice of the Trust, its officers, independent auditors or counsel to the Trust;

(ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by the person or persons authorized by the Board to give such oral instruction pursuant to the parties standard operating practices;

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(iii) any written instruction or certified copy of any resolution of the Board, and GFS may rely upon the genuineness of any such document, copy or facsimile thereof reasonably believed in good faith by GFS to have been validly executed;

(iv) any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by GFS to be genuine and to have been signed or presented by the Trust or other proper party or parties;

(v) any instruction, information, data, records or documents provided to GFS or its agents or subcontractors furnished (pursuant to procedures mutually agreed to by GFS and the Trust’s service providers) by machine readable input, data entry, email, facsimile or other similar means authorized by the Trust;

(vi) any authorization, instruction, approval, item or set of data, or information of any kind transmitted to GFS in person or by telephone, email, facsimile or other electronic means, furnished and reasonably believed by GFS to be genuine and to have been given by the proper person or persons. GFS shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust.

GFS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack of authority of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which GFS reasonably believes in good faith to be genuine.

At any time, GFS may apply to any officer of the Trust for instructions, and may consult with legal counsel to the Trust with respect to any matter arising in connection with the routine services to be performed by GFS under this Agreement, and GFS and its agents or subcontractors shall not be liable and shall be indemnified by the Trust on behalf of the applicable Fund for any action taken or omitted by it in reasonable reliance upon such instructions or upon the advice of such counsel. GFS agrees to consult first with a Fund’s adviser before engaging in any non-routine legal consultation that may result in additional legal costs to the Fund.

(d) Errors of Others. GFS shall not be liable for the errors of other service providers to the Trust, including, without limitation, the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by GFS) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information) or custodian to the Trust; except or unless any GFS action or inaction is a direct cause of the error.

(e) Reliance on Electronic Instructions. If the Trust has the ability to originate electronic instructions to GFS in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event GFS shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity

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with security procedures established and agreed upon by GFS and the Fund’s investment adviser.

(f) Notification of Claims. In order that the indemnification provisions contained in this Section shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

(g) Notwithstanding any other provision of this Agreement, GFS’s maximum liability to a Fund arising out of the transactions contemplated hereby, whether arising in contract, tort (including, without limitation, negligence) or otherwise, shall not exceed an amount equal to the fees paid to GFS under this Agreement during the immediately preceding twelve (12) month period (or the actual time period GFS has been engaged if such time period is less than twelve (12) months). IN NO EVENT SHALL GFS BE LIABLE FOR TRADING LOSSES, LOST REVENUES, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR GFS WAS ADVISED OF THE POSSIBILITY THEREOF. THE PARTIES ACKNOWLEDGE THAT THE OTHER PARTS OF THIS AGREEMENT ARE PREMISED UPON THE LIMITATION STATED IN THIS SECTION.

5. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Board and the shareholders of each Fund shall not be liable for any obligations of the Trust or of the other Funds under this Agreement, and GFS agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Fund (or Funds) to which GFS’s rights or claims relate in settlement of such rights or claims, and not to the Board or the shareholders of the Funds. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but bind only the trust property of the Trust, as provided in the Trust’s Organizational Documents. The execution and delivery of this Agreement have been authorized by the Board of the Trust and signed by the officers of the Trust, acting as such, and neither such authorization by the Board and shareholders nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Trust as provided in its Declaration of Trust. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of State of Delaware.

6. EXPENSES ASSUMED BY THE TRUST

Except as otherwise specifically stated in this Agreement, GFS shall pay all expenses incurred by it in performing the Services under this Agreement. Each Fund of the Trust will bear out-of-pocket expenses incurred by GFS under this Agreement and all other expenses incurred in the operation of the Fund (other than those borne by the investment adviser to the Fund) including, but not limited to:

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(a) taxes;

(b) interest;

(c) brokerage fees and commissions, if any;

(d) fees for Trustees who are not officers, directors, partners, employees or holders of five percent (5%) or more of the outstanding voting securities of the investment adviser or GFS;

(e) SEC fees (including EDGAR filing fees);

(f) state blue sky registration or qualification fees;

(g) advisory fees;

(h) charges of custodians;

(i) transfer and dividend disbursing agents' fees;

(j) insurance premiums;

(k) outside auditing and legal expenses;

(l) costs of maintaining trust existence;

(m) costs attributable to shareholder services, including, without limitation, telephone and personnel expenses;

(n) costs of preparing and printing prospectuses for regulatory purposes;

(o) costs of shareholders' reports, Trust meetings and related expenses;

(p) Trust legal fees; and

(q) any extraordinary expenses.

7. REPRESENTATIONS AND WARRANTIES

(a) Representations of GFS. GFS represents and warrants to the Trust that:

(i) it is a limited liability company duly organized and existing and in good standing under the laws of the state of Nebraska;

(ii) it is empowered under applicable laws and by its organizational documents to enter into this Agreement and perform its duties under this Agreement; and

(iii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.

(b) Representations of the Trust. The Trust represents and warrants to GFS that:

(i) it is a Trust duly organized and existing and in good standing under the laws of the state of Delaware;

(ii) it is empowered under applicable laws and by its Organizational Documents to enter into and perform this Agreement;

(iii) all proceedings required by said Organizational Documents have been taken to authorize it to enter into and perform this Agreement;

(iv) it will maintain registration as a closed-end management investment company registered under the 1940 Act and will operate in conformance with the 1940 Act and all rules and regulations promulgated thereunder during the term of this Agreement;

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(v) a registration statement under the Securities Act of 1933, as amended, will be effective and will remain effective, and appropriate state securities law filings as required, have been or will be made and will continue to be made, with respect to all Shares of the Fund being offered for sale; and

(vi) each Fund’s Organizational Documents, Registration Statement and Prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws.

8.       CONFIDENTIALITY

GFS and the Trust agree that all books, records, information, and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except that GFS may:

(a) prepare or assist in the preparation of periodic reports to shareholders and regulatory bodies such as the SEC;

(b) provide information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies;

(c) release such information as permitted or required by law or approved in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where GFS may be exposed to civil or criminal liability or proceedings for failure to release the information, when requested to divulge such information by duly constituted authorities or when so requested by the Trust and the Advisers; and

(d) provide information to each Fund’s accountants and legal counsel as is contemplated by Section 13 of this Agreement.

Except as provided above, in accordance with Title 17, Chapter II, part 248 of the Code of Federal Regulations (17 CFR 248.1 – 248.30) (“Reg S-P”), GFS will not directly, or indirectly through an affiliate, disclose any non-public personal information as defined in Reg S-P, received from a Fund to any person that is not affiliated with the Fund or with GFS and provided that any such information disclosed to an affiliate of GFS shall be under the same limitations on non-disclosure.

Both parties agree to communicate sensitive information via secured communication channels (i.e., encrypted format).

9.       PROPRIETARY INFORMATION

(a) Proprietary Information of GFS. The Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by GFS on databases under the control and ownership of GFS or a third party constitute copyrighted, trade secret, or other

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proprietary information (collectively, “GFS Proprietary Information”) of substantial value to GFS or the third party. The Trust agrees to treat all GFS Proprietary Information as proprietary to GFS and further agrees that it shall not divulge any GFS Proprietary Information to any person or organization except as may be provided under this Agreement.

(b) Proprietary Information of the Trust. GFS acknowledges that the Shareholder list and all information related to shareholders furnished to GFS by the Trust or by a shareholder in connection with this Agreement (collectively, “Customer Data”) all information regarding the Trust portfolios, arrangements with brokerage firms, compensation paid to or by the Trust, trading strategies and all such related information (collectively, Trust Proprietary Information”) constitute proprietary information of substantial value to the Trust. In no event shall GFS Proprietary Information be deemed Trust Proprietary Information or Customer Data. GFS agrees to treat all Trust Proprietary Information and Customer Data as proprietary to the Trust and further agrees that it shall not divulge any Trust Proprietary Information or Customer Data to any person or organization except as may be provided under this Agreement or as may be directed by the Trust or as may be duly requested by regulatory authorities.

(c) Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 9. The obligations of this Section 9 shall survive any earlier termination of this Agreement.

10.       ADDITIONAL FUNDS AND CLASSES

In the event that the Trust establishes one or more series of Shares or one or more classes of Shares after the effectiveness of this Agreement, such series of Shares or classes of Shares, as the case may be, shall become Funds and classes under this Agreement with necessary changes made to Appendix III; however, either GFS or the Trust may elect not to make any such series or classes subject to this Agreement.

11.       ASSIGNMENT AND SUBCONTRACTING

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 without the prior written consent of GFS. GFS may subcontract any or all of its responsibilities pursuant to this Agreement to one or more companies, trusts, firms, individuals or associations, which may or may not be affiliated persons of GFS and which agree to comply with the terms of this Agreement; provided, however, that any such subcontracting shall not relieve GFS of its responsibilities hereunder. GFS may pay such persons for their services, but no such payment will increase fees due from the Trust hereunder.

12.       TERM AND TERMINATION

(a) Term. This Agreement shall remain in effect for a period of two (2) years from the Effective Date and shall continue in effect for successive twelve-month periods provided that such continuance is specifically approved at least annually by a majority of the Board.

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(b) Termination. This Agreement can be terminated at the end of the initial term or subsequent renewal period upon ninety (90) days’ prior written notice by either party. Upon termination of this Agreement, GFS shall have no further obligation to provide Services to the terminating Fund(s) and all outstanding payments due from such Fund(s) under this Agreement shall become immediately due and payable to GFS, including any unpaid fees earned through the date of termination and the balance of all future minimum fees due under the remaining term of this Agreement. In the event of termination, GFS agrees that it will cooperate to facilitate the smooth transition of services and to minimize disruption to a Fund and its shareholders. Notwithstanding the foregoing, either party may terminate this agreement upon thirty (30) days’ written notice in the event of a breach. The parties have a right to attempt to cure a breach within the thirty-day notice period. If the breach is not cured within said period, then the non-breaching parties shall have the right to terminate this Agreement immediately and to submit any claim(s) such parties may have to arbitration, in accordance with Section 14(g), below. In any event, this Agreement can be terminated at any time upon thirty (30) days’ prior written notice if the Board makes a determination to liquidate the Fund.

(c) Reimbursement of GFS’s Expenses. If this Agreement is terminated with respect to a Fund or Funds, GFS shall be entitled to collect from the Fund or Funds, in addition to the compensation described under Section 3 of this Agreement, the amount of all of GFS’s reasonable labor charges and cash disbursements for services in connection with GFS’s activities in effecting such termination, including without limitation, the labor costs and expenses associated with the de-conversion of the Trusts records of each Fund from its computer systems, and the delivery to the Trust and/or its designees of the Trust’s property, records, instruments and documents, or any copies thereof. Subsequent to such termination, for a reasonable fee, GFS will provide the Trust with reasonable access to all Trust documents or records, if any, remaining in its possession.

(d) Survival of Certain Obligations. The obligations of Sections 3, 4, 8, 9, 12 and 13 shall survive any termination of this Agreement.

13.       LIAISON WITH ACCOUNTANTS/ATTORNEYS

(a) GFS shall act as liaison with each Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Fund. GFS shall take reasonable actions in the performance of its duties under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

(b) GFS shall act as liaison with each Fund’s legal counsel and shall take reasonable actions to ensure that necessary Fund information is made available to the Fund’s legal counsel.

14.       MISCELLANEOUS

(a) Amendments. This Agreement may not be amended, or any provision hereof waived, except in writing signed by the party against which the enforcement of such amendment or waiver is sought.

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(b) Governing Law. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the state of New York.

(c) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

(d) Counterparts. The parties may execute this Agreement on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.

(e) Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

(f) Force Majeure. Neither party shall be liable for failure to perform if the failure results from a cause beyond its control, including, without limitation, fire, electrical, mechanical, or equipment breakdowns, delays by third party vendors and/or communications carriers, civil disturbances or disorders, terrorist acts, strikes, acts of governmental authority or new governmental restrictions, or acts of God.

(g) Arbitration. The parties understand and agree that, to the extent permitted by law, all claims arising out of this Agreement will be resolved through final and binding arbitration pursuant to the terms hereof. In this regard, the parties acknowledge and agree that: (i) such arbitration will be final and binding on the parties; (ii) the parties are hereby waiving their rights to seek remedies in court, including the right to a jury trial; (iii) pre-arbitration discovery is generally more limited than and different from discovery conducted in connection with litigation; (iv) the arbitrator's award is not required to include factual findings or legal reasoning; and (v) a party's right to appeal or seek modification of rulings by the arbitrator will be strictly limited.

Such arbitration will be conducted in New York according to the securities arbitration rules then in effect of the American Arbitration Association. Both parties understand that the other party may initiate arbitration by serving or mailing a written notice to the other party hereto by certified mail, return receipt requested. Any award the arbitration panel makes will be final, and judgment on it may be entered in any court having jurisdiction.

This arbitration provision shall be enforced and interpreted exclusively in accordance with applicable federal law, including the Federal Arbitration Act. Any costs, fees, or taxes involved in enforcing the award shall be fully assessed against and paid by the party resisting enforcement of said award. The prevailing party shall also be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the enforcement of this Agreement. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action who is a member of a putative class action until:

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· The class certification is denied;

· The class is decertified; or

· The person is excluded from the class by the court.

Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

(h) Headings. Section and paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(i) Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by hand or by overnight, registered or certified mail, postage prepaid, or by facsimile to each party at the address set forth below or at such new address designated by such party by notice given pursuant to this Section.

To the Trust:   Name: Title: Arca U.S. Treasury Fund 4151 Redwood Ave., Suite 206 Los Angeles, CA 90066 Telephone: Email: To GFS:   Kevin Wolf Executive Vice President Gemini Fund Services, LLC 80 Arkay Drive, Suite 110 Hauppauge, NY 11788 Telephone: (631) 470-2635 kevin.wolf@thegeminicompanies.com

With a copy to:   Kelley A. Howes, Esq. Morrison & Foerster LLP 370 17th Street, Suite 4200 Denver, CO 80202 (Tel.) 303-592-2237 (Fax) 303-454-6937 With a copy to:   Legal Department Gemini Fund Services, LLC 17645 Wright Street, Suite 200 Omaha, NE 68130 legal@thegeminicompanies.com

(j) Safekeeping. GFS shall establish and maintain facilities and procedures reasonably acceptable to the Trust for the safekeeping and control of records maintained by GFS under this Agreement including the preparation and use of check forms, facsimile, email or other electronic signature imprinting devices.

(k) Distinction of Funds. Notwithstanding any other provision of this Agreement, the parties agree that the assets and liabilities of each Fund of the Trust are separate and distinct from the assets and liabilities of each other Fund and that no Fund shall be liable or shall be charged for any debt, obligation or liability of any other Fund, whether arising under this Agreement or otherwise.

(l) Representation of Signatories. Each of the undersigned expressly warrants and represents that they have full power and authority to sign this Agreement on behalf of

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the party indicated and that their signature will bind the party indicated to the terms hereof.

Signature Page Follows

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized persons, as of the day and year first above written.

ARCA U.S. TREASURY FUND       By: /s/ Philip Liu___________________________ Name: Philip LIu Title: Chairman and President GEMINI FUND SERVICES, LLC       By: /s/ Kevin Wolf __________________________ Kevin Wolf Executive Vice President

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APPENDIX I

Fund Accounting Services

With respect to each Fund electing Fund Accounting Services, GFS shall provide the following services subject to, and in compliance with, the objectives, policies and limitations set forth in the Trust’s Registration Statement, the Trust’s Agreement and Declaration of Trust, Bylaws, applicable laws and regulations, and resolutions and policies established by the Trust’s Board:

1) Timely calculate the net asset value per share with the frequency prescribed in each Fund's then-current Prospectus and communicate such net asset value to the Trust and its transfer agent;

2) Calculate each item of income, expense, deduction, credit, gain and loss, if any, as required by the Trust and in conformance with generally accepted accounting principles ("GAAP"), SEC Regulation S-X (or any successor regulation) and the Internal Revenue Code of 1986, as amended (or any successor laws)(the "Code");

3) Prepare and maintain on behalf of the Trust, books and records of each Fund, as required by Rule 31a-1 under the 1940 Act, and as such rule or any successor rule, may be amended from time to time, that are applicable to the fulfillment of GFS’s Fund Accounting Services, as well as any other documents necessary or advisable for compliance with applicable regulations as may be mutually agreed to between the Trust and GFS. Without limiting the generality of the foregoing, GFS will prepare and maintain the following records upon receipt of information in proper form from the Fund or its authorized agents:

a. Cash receipts journal

b. Cash disbursements journal

c. Dividend record

d. Purchase and sales - portfolio securities journals

e. Subscription and repurchase journals

f. Security ledgers

g. Broker ledger

h. General ledger

i. Monthly expense accruals

j. Monthly income accruals

k. Securities and monies borrowed or loaned and collateral therefore

l. Foreign currency journals

m. Trial balances

4) Make such adjustments over such periods as the Trust’s administrator deems necessary, and communicates to GFS in writing, to reflect over-accruals or under-accruals of estimated expenses or income;

5) Provide the Trust and, each investment adviser serving as an investment adviser for a Fund with monthly portfolio valuation, net asset value calculation and other standard operational reports as requested from time to time;

Appendix I | Page 1 

6) Provide all raw data available from its mutual fund accounting system for the Fund’s investment adviser or the administrator to assist in preparation of the following:

a. Semi-annual financial statements;

b. Annual form N-CEN and annual tax returns;

c. Financial data necessary to update form N-2; and

d. Annual proxy statement.

7) Provide facilities to accommodate audits by each Fund’s independent accountants and, upon approval of the Trust, any audits or examinations conducted by the SEC or any other governmental or quasi-governmental entities with jurisdiction;

8) Transmit to and receive from each Fund's transfer agent appropriate data on a monthly basis and monthly reconcile Shares outstanding and other data with the transfer agent;

9) Periodically reconcile all appropriate data with each Fund's custodian; and

10) Perform such other record keeping, reporting and other tasks as may be specified from time to time in the procedures adopted by the Board pursuant to mutually acceptable timelines and compensation agreements.

Fund Accounting Records.

Maintenance of and Access to Records. GFS shall maintain records relating to its services, such as journals, ledger accounts and other records, as are required to be maintained under the 1940 Act and, specifically, Rule 31a-1 thereunder. The books and records pertaining to the Trust that are in possession of GFS shall be the property of the Trust. The Trust, or the Trust's authorized representatives, shall have access to such books and records at all times during GFS’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by GFS to the Trust or the Trust's authorized representatives. In the event the Trust designates a successor that assumes any of GFS’s obligations hereunder, GFS shall, at the expense and direction of the Trust, transfer to such successor all relevant books, records and other data established or maintained by GFS under this Agreement.

Inspection of Records. In case of any requests or demands for the inspection of the records of the Trust maintained by GFS, GFS will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. GFS shall abide by the Trust's instructions for granting or denying the inspection; provided, however, that GFS may grant the inspection without instructions from the Trust if GFS is advised to disclose by its legal counsel.

All out-of-pocket expenses will be billed as set forth on Appendix III. GFS may from time to time adopt new procedures, or modify existing procedures, in order to carry out its Fund Accounting Services. Any modification of the Fund Accounting Services provided by GFS as set forth in this Appendix I shall be delivered to the Trust in writing.

Appendix I | Page 2 

APPENDIX II

Fund Administrative Services

With respect to each Fund electing Fund Administrative Services, GFS shall provide the following services subject to, and in compliance with the objectives, policies and limitations set forth in the Trust’s Registration Statement, the Trust’s Organizational Documents, applicable laws and regulations, and resolutions and policies established by the Trust’s Board:

1) Monitor the performance of administrative and professional services rendered to the Trust by others, including its custodian, transfer agent, fund accountant and dividend disbursing agent as well as legal, auditing, shareholder servicing and other services performed for the Trust;

2) Monitor Fund holdings for post-trade compliance with the 1940 Act and with the prospectus and statement of additional information; provided, however, GFS’s obligation would be subject to the Fund providing all requested information;

3) Prepare and coordinate the printing of semi-annual and annual financial statements;

4) Prepare selected management reports for performance and compliance analyses agreed upon by the Trust and GFS from time to time;

5) In consultation with legal counsel to the Trust, the investment adviser, officers of the Trust and other relevant parties, prepare and disseminate materials for meetings of the Board, including agendas and selected financial information as agreed upon by the Trust and GFS from time to time; attend and participate in Board meetings to the extent requested by the Board; and prepare or cause to be prepared minutes of the meetings of the Board;

6) Calculate income and capital gains available for distribution and calculate distributions required to meet regulatory, income, and excise tax requirements, to be reviewed by the Trust's independent public accountants;

7) Review the Trust's federal, state, and local tax returns as prepared and signed by the Trust's independent public accountants;

8) Prepare and maintain the Trust's operating expense budget to determine proper expense accruals to be charged to each Fund in order to calculate its daily net asset value;

9) In consultation with legal counsel for the Trust, assist in and monitor the preparation, filing, printing and where applicable, dissemination to shareholders of the following:

a. amendments to the Trust’s Registration Statement on Form N-2;

b. periodic reports to the Trustees, shareholders and the SEC, including but not limited to annual reports and semi-annual reports;

c. proxy materials; and

d. reports to the SEC on Forms N-CEN, N-SAR, N-CSR, N-PORT, N-Q, N-23c-3SC TO-I and N-PX (as applicable).

Appendix II | Page 1 

10) Coordinate the Trust's audits and examinations by:

a. assisting each Fund’s independent public accountants, or, upon approval of the Trust, any regulatory body, in any requested review of a Fund’s accounts and records;

b. providing appropriate financial schedules (as requested by a Fund’s independent public accountants or SEC examiners); and

c. providing office facilities as may be required.

11) Determine, after consultation with legal counsel for the Trust and the Fund’s investment adviser, the jurisdictions in which Shares of the Trust shall be registered or qualified for sale; facilitate, register, or prepare applicable notice or other filings with respect to, the Shares with the various state and territories of the United States and other securities commissions, provided that all fees for the registration of Shares or for qualifying or continuing the qualification of the Trust shall be paid by the Trust;

12) Monitor sales of Shares and with legal counsel, ensure that the Shares are properly and duly registered with the SEC;

13) Monitor the calculation of performance data for dissemination to information services covering the investment company industry, for sales literature of the Trust and other appropriate purposes;

14) Prepare, or cause to be prepared, expense and financial reports, including Fund budgets, expense reports, expense and profit/loss projections and fee waiver/expense reimbursement projections on a periodic basis;

15) Prepare authorization for the payment of Trust expenses and arrange for their payment from the Fund assets;

16) Upon request, assist each Fund in the evaluation and selection of other service providers, such as independent public accountants, printers, EDGAR providers and proxy solicitors (such parties may be affiliates of GFS);

17) Perform other services, recordkeeping and assistance relating to the affairs of the Trust as the Trust may, from time to time, reasonably request pursuant to mutually acceptable timelines and compensation agreements.

All out-of-pocket expenses will be billed as set forth on Appendix III. GFS may from time to time adopt new procedures, or modify existing procedures, in order to carry out its Fund Administrative Services. Any modification of the Fund Administrative Services provided by GFS as set forth in this Appendix II shall be delivered to the Trust in writing.

Appendix II | Page 2 

[Fee Schedule Omitted]

Appendix III | Page 1 

EX-99.2H DISTR CONTR

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of this 24th day of February, 2021, by and between Arca U.S. Treasury Fund, a Delaware statutory trust (the “Trust”), and UMB Distribution Services, LLC, a Wisconsin limited liability company ("Provider").

WHEREAS, the Trust is a closed-end investment management company registered under the 1940 Act, as defined below, and is authorized to issue Shares;

WHEREAS, Provider is registered as a broker-dealer under the 1934 Act, as defined below, and is a member of FINRA; and

WHEREAS, the Trust and Provider desire to enter into an agreement pursuant to which Provider shall be the distributor of the Shares.

NOW, THEREFORE, in consideration of the mutual promises and agreements 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. Definitions

In addition to any terms defined in the body of this Agreement, the following capitalized terms shall have the meanings set forth hereinafter whenever they appear in this Agreement:

“1933 Act” shall mean the Securities Act of 1933, as amended.

“1934 Act” shall mean the Securities Exchange Act of 1934, as amended.

“1940 Act” shall mean the Investment Company Act of 1940, as amended.

“Board” shall mean the Board of Trustees of the Trust.

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

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

“Offering Price” shall mean the price per share at which the Shares will be offered for sale to the public, calculated in accordance with the Trust’s then current Prospectus.

“Prospectus” shall mean the current Prospectus and Statement of Additional Information (including any applicable amendments and supplements thereto) contained in the Trust’s current Registration Statement on file and effective with the Commission under the 1933 Act and the 1940 Act.

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

“Registration Statement” shall mean any registration statement on Form N-2, and any amendments and supplements thereto, at any time now or hereafter filed with the Commission with respect to any of the Shares.

“Services” shall mean the services described in Section 2 of this Agreement and such additional services as may be agreed to by the parties from time to time and set forth in an amendment to this Agreement.

“Shares” shall mean such shares of beneficial interest, or class thereof, of the Trust as may be issued from time to time.

“Shareholder” shall mean a record owner of Shares of the Trust.

2. Appointment and Services

(a) The Trust hereby appoints Provider as agent for the distribution of Shares during the term of this Agreement and on the terms set forth in this Agreement and Provider accepts such appointment. Subject to the oversight of the Board and at the direction and control of the Fund’s management and utilizing information provided by the Trust and its current and prior agents and service providers, Provider will render the Services in accordance with the terms of this Agreement. The duties of Provider shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against Provider hereunder.

(b) Provider will act as agent for the distribution of Shares in accordance with the instructions of the Board and the Registration Statement and Prospectuses then in effect with respect to the Trust under the1933 Act.

(c) Provider may incur expenses for distribution activities which it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature. At the direction of the Trust, Provider may in its sole discretion enter into servicing and/or selling agreements with qualified broker/dealers and other persons or entities with respect to the offering of Shares to the public. Other than as set forth in Section 5 below and Schedule A attached hereto, Provider shall not be obligated to incur any specific expenses or sell any certain number of Shares of the Trust.

(d) All Shares offered for sale by Provider shall be offered for sale at the Offering Price. Provider shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares. The price the Trust shall receive for any Shares purchased by investors shall be the net asset value used in determining the Offering Price applicable to the sale of such Shares, as calculated in the manner set forth in the Registration Statement. Notwithstanding anything herein to the contrary, Provider shall not be required to finance the payment to any broker/dealer or other organization of any sales charges or fees.

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

(e) Provider shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Commission and FINRA.

(f) Provider shall not utilize any materials in connection with the sale or offering of Shares except the Prospectus and such other materials as the Trust shall provide or approve. Provider agrees to review all marketing materials prepared for use by or on behalf of the Trust for compliance with applicable rules and regulations in advance of the use of such materials. The Trust agrees to incorporate such changes to such materials as Provider may reasonably request. Provider will file such materials as may be required with FINRA. The Trust represents that it will not use or authorize the use of any marketing materials, including any such materials in use prior to the execution of this Agreement, unless and until such materials have been approved and authorized for use by Provider. All marketing materials related to the Trust shall be delivered to Provider for review prior to use with sufficient time to permit Provider to review the material and to file with FINRA if necessary. The Trust and Provider shall mutually agree upon a reasonable turnaround time for such review. Provider shall, with respect to any marketing materials required to be filed with FINRA, file such marketing materials within ten (10) business days of the date of first use. The Trust shall address any comments received from FINRA with respect to any marketing materials to the satisfaction of Provider, including updating or discontinuing use of such marketing material.

(g) (i) Provider may have as a FINRA-registered representative such employees of or consultants to Arca Capital Management, LLC (the “Adviser”) as the parties mutually shall agree (“Dual Representatives”). Provider may terminate the registration with Provider of any such Dual Representative with or without cause at any time, in its sole discretion. Each Dual Representative shall be subject to and shall comply fully with such operating and other policies and procedures as may be established from time to time by Provider and communicated to such Dual Representative (the “Procedures”) and all applicable laws, rules and regulations. Notwithstanding the Dual Representatives’ ability to introduce investment products as further set forth in the Procedures, in no event and under no circumstances shall any Dual Representative provide investment advice, such as the suitability of an investment, or make any recommendations about any investment, such as a recommendation to make an investment in the Trust during the scope of such Dual Representative’s registration by Provider pursuant to this Agreement. The Dual Representative shall only conduct Dual Representative activities with respect to the Trust for which the Adviser acts as the investment adviser.

(ii) Provider may designate the principal office of Adviser as either a branch office or an office of supervisory jurisdiction of Provider.

(iii) Provider shall not offer to any Dual Representative, and Dual Representatives shall not be entitled to, any benefits otherwise available to employees of Provider. Dual Representatives shall not be entitled to any compensation from Provider except as described in Section 2 of this Agreement.

(h) The Adviser shall be responsible for compensation of Dual Representatives except as set forth below. Any compensation paid by the Adviser to a Dual Representative shall comply with the requirements of FINRA Rule 2341, including the following:

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

(i) Any proposed transaction based compensation agreement related to the Trust between Adviser and a Dual Representative shall be subject to review and approval by Provider prior to implementation. To the extent Adviser intends to allow for the payment of transaction-based compensation in connection with the sale or distribution of the Trust’s shares by a Dual Representative such payments shall be made by Provider after receipt of such payment amounts from the Adviser unless both parties agree, in writing, that payment of such compensation can be made otherwise.

(ii) Adviser shall be prohibited from compensating Dual Representatives in connection with the sale or distribution of the Trust’s securities in the form of securities of any kind.

(iii) Adviser shall be prohibited from directly or indirectly making, or offering, payment of any non-cash compensation to a Dual Representative.

3. Duties and Representations of the Trust

(a) The Trust represents that it is registered as an closed-end management investment company under the 1940 Act and that, to the best of its knowledge and belief, it has and will continue to act in conformity with its Declaration of Trust, its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue to comply with all applicable laws, rules, regulations and exemptive orders of the Commission, including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder.

(b) The Trust shall take or cause to be taken all necessary action to register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder.

(c) The Trust shall execute any and all documents and furnish any and all information and otherwise take all actions which may be reasonably necessary in the discretion of the Trust’s officers in connection with the qualification of the Shares for sale in such states as Provider and the Trust may agree, shall maintain the registration of a sufficient number or amount of Shares thereunder, and shall pay all costs and expenses in connection with such qualification. The Trust shall notify Provider, or cause Provider to be notified, of the states in which Shares may be sold and shall notify Provider of any change thereto.

(d) The Trust shall, at its expense, keep Provider fully informed with respect to its affairs as necessary for Provider to perform the Services and to fulfill any applicable regulatory or legal responsibilities. In addition, the Trust shall furnish Provider from time to time such information, documents and reports with respect to the Trust and the Shares as Provider may reasonably request, and the Trust warrants that the statements contained in any such information shall be true and correct and fairly represent what they purport to represent.

(e) The Trust represents to Provider that, to the best of its knowledge and belief, all Registration Statements and Prospectuses of the Trust filed or to be filed with the Commission under the 1933 Act

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants, to the best of its knowledge and belief, that any Registration Statement and Prospectus, when the same becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as it reasonably believes may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify Provider of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration Statement.

(f) The Trust shall not file any amendment to the Registration Statement or supplement to any Prospectus without giving Provider reasonable notice thereof in advance and if Provider declines to assent to such amendment (after a reasonable time), the Trust may terminate this Agreement forthwith by written notice to Provider without payment of any penalty. If the Trust shall not propose an amendment or amendments and/or supplement or supplements promptly after receipt by the Trust of a written request in good faith from Provider to do so, Provider may, at its option, terminate this Agreement upon no less than thirty (30) days prior written notice to the Trust without payment of any penalty. In addition, if, at any time during the term of this Agreement, Provider requests that the Trust make any change in its governing instruments or in its methods of doing business which the Provider believes are necessary in order to comply with any requirement of applicable law or regulation, and the Trust fails (after a reasonable time) to make any such change as requested, Provider may terminate this Agreement upon no less than thirty (30) days written notice to the Trust without payment of any penalty. Nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time any amendments to any Registration Statement and/or supplements to any Prospectus, of whatever character, as the Trust may deem advisable, with advice of its counsel, such right being in all respects absolute and unconditional.

(g) Whenever in its judgment such action is warranted by market, economic or political conditions, or by circumstances of any kind, the Trust may decline to accept any orders for, or make any sales of, any Shares until such time as the Trust deems it advisable to accept such orders and to make such sales and the Trust shall advise Provider promptly of such determination.

(h) The Trust agrees to advise Provider promptly in writing of the following:

(i) any correspondence or other communication by the Commission or its staff relating to the Trust including requests by the Commission for amendments to the Registration Statement or Prospectuses;

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

(ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or Prospectuses then in effect or the initiation of any proceeding for that purpose;

(iii) the happening of any event which makes untrue any statement of a material fact made in the Registration Statement or Prospectuses or which requires the making of a change in such Registration Statement or Prospectuses in order to make the statements therein not misleading; or

(iv) all actions taken by the Commission with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the Commission.

4. Offering of Shares.

No Shares shall be offered by either Provider or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as the current Prospectus as required by Section 10 of the 1933 Act, as amended, is not on file with the Commission; provided, however, that nothing contained in this paragraph 4 shall in any way restrict or have an application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Prospectus or Declaration of Trust.

5. Fees

(a) As compensation for the services performed hereunder and the expenses incurred by Provider, the Trust shall pay, or cause Adviser to pay, Provider the fees and reimburse the expenses of Provider as provided in Schedule A hereto. Fees shall be adjusted in accordance with Schedule A or as otherwise agreed to by the parties from time to time. Fees shall be earned and paid monthly in arrears in an amount equal to 1/12^th of the applicable annual fee (subject to pro-ration for any term of less than one month, as set forth below). The parties may at any time amend this Agreement or the attached Schedule A to include fees for any additional services requested by the Trust or enhancements to current Services.

(b) For the purpose of determining fees payable to Provider, net asset value shall be computed in accordance with the Prospectus and resolutions of and procedures adopted by the Board. The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be pro-rated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement. Should the Trust be liquidated, merged with or acquired by another fund or investment company, any accrued fees shall be immediately payable.

(c) Provider will bear all expenses incurred by it in connection with the performance of its services under Section 2, except as otherwise provided herein. Provider shall not be required to pay or finance any costs and expenses incurred in the operation of the Trust, including, but not limited to: taxes; interest; brokerage fees and commissions; salaries, fees and expenses of officers and trustees; Commission fees and state Blue Sky fees; advisory fees; charges of custodians, transfer agents,

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

dividend disbursing and accounting services agents and other service providers; security pricing services; insurance premiums; outside auditing and legal expenses; costs of organization and maintenance of corporate existence; taxes and fees payable to federal, state and other governmental agencies; preparation, typesetting, printing, proofing and mailing of Prospectuses, notices, forms and applications and proxy materials for regulatory purposes and for distribution to current Shareholders; preparation, typesetting, printing, proofing and mailing and other costs of Shareholder reports; expenses in connection with the electronic transmission of documents and information including electronic filings with the Commission and the states; research and statistical data services; expenses incidental to holding meetings of the Trust’s Shareholders and Trustees; fees and expenses associated with internet, e-mail and other related activities; and extraordinary expenses. Expenses incurred for distribution of shares, including the typesetting, printing, proofing and mailing of Prospectuses for persons who are not shareholders of the Trust, will be borne by the Adviser, except for such expenses permitted to be paid by the Trust under a distribution plan, if any.

(d) The Trust also agrees to promptly reimburse Provider for all out-of-pocket expenses or disbursements incurred by Provider in connection with the performance of Services under this Agreement. Out-of-pocket expenses shall include, but not be limited to, those items specified on Schedule A hereto. If requested by Provider, out-of-pocket expenses are payable in advance. Payment of postage expenses, if prepayment is requested, is due at least seven (7) days prior to the anticipated mail date. In the event Provider requests advance payment, Provider shall not be obligated to incur such expenses or perform the related Service(s) until payment is received.

(e) The Trust agrees to pay all amounts due hereunder within thirty (30) days of receipt of each invoice (“Due Date”). Except as provided in Schedule A, Provider shall bill Service fees monthly, and out-of-pocket expenses as incurred (unless prepayment is requested by the Provider). Provider may, at its option, arrange to have various service providers submit invoices directly to the Trust for payment of otherwise reimbursable out-of-pocket expenses.

(f) The Trust is aware that its failure to remit to Provider all amounts due on or before the Due Date will cause Provider to incur costs not contemplated by this Agreement, including, but not limited to carrying, processing and accounting charges. Accordingly, in the event that the Provider does not receive any amounts due hereunder by the Due Date, the Trust agrees to pay a late charge on the overdue amount equal to one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, the Trust shall pay Provider’s reasonable attorney’s fees and court costs in the event that an attorney is engaged to assist in the collection of any amounts due Provider. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of the Trust’s late payment. Acceptance of such late charge shall in no event constitute a waiver by Provider of the Trust’s default or prevent Provider from exercising any other rights and remedies available to it.

(g) In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify Provider in writing of any disputed charges for out-of-pocket expenses which it is disputing in good faith. Payment for such disputed charges shall be due on or before the fifth business day after the day on which Provider provides to the Trust documentation which an objective observer would agree reasonably supports any disputed charges (“Revised Due

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

Date”). Late charges shall not begin to accrue as to charges disputed in good faith until the first day after the Revised Due Date.

(h) The Trust acknowledges that the fees charged by Provider under this Agreement reflect the allocation of risk between the parties, including the exclusion of remedies and limitations of liability in Section 7. Modifying the allocation of risk from what is stated herein would affect the fees that Provider charges. Accordingly, in consideration of those fees, the Trust agrees to the stated allocation of risk.

6. Confidentiality

In case of any requests or demands for inspection of the records of the Trust, Provider will endeavor to notify the Trust promptly and to secure instructions from a representative of the Trust as to such inspection. Records and information which have become known to the public through no wrongful act of Provider or any of its employees, agents or representatives, and information which was already in the possession of Provider prior to receipt thereof, shall not be subject to this paragraph. The obligations of the parties under this Section 6 shall survive the termination of this Agreement.

7. Limitation of Liability

(a) Provider shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Provider’s willful misfeasance, bad faith or gross negligence in the performance of such duties and obligations, or by reason of its reckless disregard thereof. Furthermore, notwithstanding anything herein to the contrary, Provider shall not be liable for: (1) any action taken or omitted to be taken in accordance with instructions received by Provider from an officer or representative of the Trust; or, (2) any action taken or omission by the Trust, its Adviser or any past or current service provider.

(b) Notwithstanding anything herein to the contrary, Provider will be excused from its obligation to perform any act, service or obligation required of it hereunder for the duration that such performance is prevented by events beyond its reasonable control and shall not be liable for any default, damage, loss of data or documents, errors, delay or any other loss whatsoever caused thereby. Provider will, however, take all reasonable steps to minimize the effect of any service interruption for any period that such interruption continues beyond its control.

(c) In no event and under no circumstances shall Provider, its affiliates or any of its or their members, officers, directors, agents or employees be liable to anyone, including, without limitation, the Trust, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility thereof.

8. Indemnification.

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

(a) The Trust authorizes Provider to use any effective Prospectus, in the form furnished to Provider from time to time, in connection with the sale of Shares. The Trust shall indemnify, defend and hold Provider, and each of its present or former directors, members, officers, employees, representatives and any person who controls or previously controlled Provider within the meaning of Section 15 of the 1933 Act (“Provider Indemnitees”), free and harmless from and against: (1) any and all losses, claims, demands, liabilities, damages, charges, payments, costs and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages, charges, payments, fines, penalties, costs or expenses and any counsel fees incurred in connection therewith) of any and every nature (“Losses”) which Provider and each of the Provider Indemnitees may incur under the 1933 Act, the 1934 Act, the 1940 Act and any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement or any Prospectus, an annual or interim report to shareholders or sales literature, or any amendments or supplements thereto, or arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Trust’s obligation to indemnify Provider and any of the foregoing Provider Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information relating to Provider and furnished to the Trust or its counsel by Provider in writing for the purpose of, and used in, the preparation thereof; (2) any and all Losses which Provider and each of the Provider Indemnitees may incur in connection with this Agreement or Provider’s performance hereunder, except to the extent the Losses result from Provider’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement; or (3) any and all Losses which Provider and each Provider Indemnitee may incur when acting in accordance with instructions from the Trust or its representatives.

(b) Promptly after receipt by Provider of notice of the commencement of any investigation, action, claim or proceeding, Provider shall, if a claim for indemnification in respect thereof is made under this section, notify the Trust in writing of the commencement thereof, although the failure to do so shall not prevent recovery by Provider or any Provider Indemnitee. The Trust shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Loss, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by the Trust and approved by Provider, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain such counsel and notifies Provider of such election, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by them subsequent to the receipt of the Trust’s election. If the Trust does not elect to assume the defense of any such suit, or in case Provider does not, in the exercise of reasonable judgment, approve of counsel chosen by the Trust, or in case there is a conflict of interest between the Trust and Provider or any Provider Indemnitee, the Trust will reimburse the indemnified person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by Provider and them. The Trust’s indemnification agreement contained in this Section 8 and the Trust’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Provider and each Provider Indemnitee, and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to Provider’s benefit, to the benefit of each Provider Indemnitee and their estates and successors. The Trust agrees to promptly notify Provider

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

of the commencement of any litigation or proceedings against the Trust or any of its officers or trustees in connection with the issue and sale of any of the Shares.

(c) The Trust acknowledges and agrees that in the event Provider, at the direction of the Trust, is required to give indemnification to any entity selling Shares or providing shareholder services to Shareholders or others and such entity shall make a claim for indemnification against Provider, Provider shall make a similar claim for indemnification against the Trust and shall be entitled to such indemnification.

(d) Provider shall indemnify, defend and hold the Trust, and each of its present or former trustees, officers, employees, representatives, and any person who controls or previously controlled the Trust within the meaning of Section 15 of the 1933 Act (“Trust Indemnitees”), free and harmless from and against any and all Losses which the Trust, and each of the Trust Indemnitees may incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise: (1) arising out of or based upon any untrue, or alleged untrue, statement of a material fact contained in the Trust’s Registration Statement or any Prospectus, as from time to time amended or supplemented, or the omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statement not misleading, but only if such statement or omission was made in reliance upon, and in conformity with, information relating to Provider and furnished in writing to the Trust or its counsel by Provider for the purpose of, and used in, the preparation thereof; or (2) to the extent any Losses arise out of or result from Provider’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Provider's agreement to indemnify the Trust and any of the Trust Indemnitees shall not be deemed to cover any Losses to the extent they arise out of or result from the Trust’s willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties, under this Agreement.

(e) Promptly after receipt by the Trust of notice of the commencement of an investigation, action, claim or proceeding, the Trust shall, if a claim for indemnification in respect thereof is to made under this section, notify Provider in writing of the commencement thereof, although the failure to do so shall not prevent recovery by the Trust or any Trust Indemnitee. Provider shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such loss, claim, demand, liability, damage or expense, but if Provider elects to assume the defense, such defense shall be conducted by counsel chosen by Provider and approved by the Trust, which approval shall not be unreasonably withheld. In the event Provider elects to assume the defense of any such suit and retain such counsel and notifies Provider of such election, the indemnified defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by them subsequent to the receipt of Provider’s election. If Provider does not elect to assume the defense of any such suit, or in case the Trust does not, in the exercise of reasonable judgment, approve of counsel chosen by Provider, or in case there is a conflict of interest between the Provider and the Trust or any Trust Indemnitee, Provider will reimburse the indemnified person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Trust and them. Provider’s indemnification agreement contained in this Section 8 and Provider’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust or any Trust Indemnitee, and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

exclusively to the Trust's benefit, to the benefit of each Trust Indemnitee and their estates and successors. Provider agrees to promptly notify the Trust of the commencement of any litigation or proceedings against Provider or any of its officers or directors in connection with the issue and sale of any of the Shares.

9. Term

(a) This Agreement shall become effective as of the date hereof. Unless sooner terminated as provided herein, this Agreement shall continue in effect until March 1, 2024. Thereafter, if not terminated, this Agreement shall continue automatically in effect for successive annual periods, provided such continuance is specifically approved at least annually by: (1) the Board; or (2) the vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Trust; and provided that in either event the continuance is also approved by a majority of the Board who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval or by such other means as may, from time to time, be approved by exemptive order or regulation adopted by the Commission.

(b) This Agreement may be terminated without penalty: (1) through a failure to renew this Agreement at the end of a term; (2) upon mutual consent of the parties; or (3) on no less than ninety (90) days' written notice, by the Board, by vote of a majority (as defined with respect to voting securities in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Trust, or by Provider (which notice may be waived by the party entitled to such notice). The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by Provider and the Trust. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).

(c) In the event of termination of this Agreement, all reasonable expenses associated with movement of records and materials and conversion thereof shall be borne by the Trust. Notwithstanding anything herein to the contrary, upon the termination of this Agreement as provided herein or the liquidation of the Trust, Provider shall deliver the records of the Trust to the Trust or its designee in a form that is consistent with Provider’s applicable license agreements at the expense of the Trust, and thereafter the Trust or its designee shall be solely responsible for preserving the records for the periods required by all applicable laws, rules and regulations.

10. Miscellaneous.

(a) Any notice required or to be permitted to be given by either party to the other shall be in writing and shall be deemed to have been given when sent by either an overnight delivery service or by registered or certified mail, postage prepaid, return receipt requested, to the addresses listed below, or to such other location as either party may from time to time designate in writing:

If to Provider:                          UMB Distribution Services, LLC

235 W. Galena St.

Milwaukee, Wisconsin 53212

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

Attention: Legal Department

If to the Trust:                          Arca U.S. Treasury Fund

4141 Redwood Avenue, Suite 206

Los Angeles, CA 90066

Attention: Phil Liu

(b) Except as provided to the contrary herein, this Agreement may not be amended or modified in any manner except by written agreement executed by both parties with the formality of this Agreement.

(c) This Agreement shall be governed by Wisconsin law, excluding the laws on conflicts of laws. 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 Commission thereunder. 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.

(d) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original agreement but such counterparts shall together constitute but one and the same instrument. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

(e) The services of Provider hereunder are not deemed to be exclusive. Provider may render such services and any other services to others, including other investment companies. The Trust recognizes that from time to time directors, officers, and employees of Provider may serve as directors, trustees, officers and employees of other entities (including other investment companies), that such other entities may include the name of Provider as part of their name and that Provider or its affiliates may enter into distribution, administration, fund accounting, transfer agent or other agreements with such other entities.

(f) The captions of 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.

(g) This Agreement is executed by the Trust and the obligations hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually. The Trust’s Declaration of Trust is on file with the State of Delaware.

(h) This Agreement and the Schedules incorporated hereto constitute the full and complete understanding and agreement between Provider and the Trust and supersedes all prior negotiations, understandings and agreements.

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

(i) The person signing below represents and warrants that he/she is duly authorized to execute this Agreement on behalf of the Trust.

(j) Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into between the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of the other party.

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer as of the day and year first above written.

ARCA U.S. TREASURY FUND                        UMB DISTRIBUTION SERVICES, LLC

(the “Trust”)                                                           (“Provider”)

By: /s/ Jerald David                                             By: /s/ Scott Schulenburg

Jerald David                                                               Scott Schulenburg

President                                                                 President

Certain identified information has been excluded from the exhibit because it is both (1) not material and (2) would likely cause competitive harm to the registrant if publicly disclosed

Schedule A

to the

Distribution Agreement

by and between

Arca U.S. Treasury Fund

and

UMB Distribution Services, LLC

[Omitted]

EX-99.2K OTH CONTRCT

Certain identified information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.

COMPLIANCE SERVICES AGREEMENT

AGREEMENT dated as of December 11, 2019 (the “Effective Date”) between

Arca U.S. Treasury Fund (the “Fund”), a Delaware statutory trust, and Cipperman Compliance Services, LLC (“CCS”), a Pennsylvania limited liability company.

WHEREAS, the Fund is an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Fund is advised by Arca Capital Management, LLC (the “Adviser”);

WHEREAS, the Board of Directors of the Fund (the “Board”) is required to implement a compliance program pursuant to Rule 38a-1 (“Rule 38a-1”) of the 1940 Act including the designation of a chief compliance officer (the “CCO”);

WHEREAS, the Fund wishes to engage CCS to provide certain compliance services on behalf of the Fund;

WHEREAS, CCS wishes to provide such services to the Fund under the conditions set forth below;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, the Fund and CCS agree to the Terms and Conditions described in Exhibits A-D.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

ARCA U.S. TREASURY FUND

By/s/ Philip Liu

Name: Philip Liu

Title: Chairman and President

CIPPERMAN COMPLIANCE SERVICES, LLC

By/s/ Todd Cipperman

Name: Todd Cipperman

Title: Managing Member

Certain identified information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Exhibit A

Services

Base Services (included in monthly fee):

1. Chief Compliance Officer. We will designate a member of our staff (acceptable to the Board) to serve as Chief Compliance Officer pursuant to Rule 38a-1. The CCO will be responsible for administering the Fund’s policies and procedures, reporting to the Board, providing the annual written compliance report, and any other matters required of a CCO under the Investment Company Act.

2. Policies and Procedures. We will proactively maintain and update the Fund’s compliance manual to reflect regulatory changes and changes to the Fund’s business. We will draft all policies and work with management and the Board to include all recommended revisions and changes. We will monitor the industry and regulatory developments and recommend changes to policies and procedures as appropriate.

3. Certifications. We will ensure that all relevant personnel and service providers receive and understand the compliance policies and procedures, obtain certifications with respect thereto, and obtain quarterly compliance certifications.

4. Annual Review. We will conduct the annual review of the adequacy and effectiveness of the policies and procedures of the Fund and the relevant service providers. Pursuant to Rule 38a-1(a)(4)(iii), the annual report will address (A) the operation of the policies and procedures of the fund and each investment adviser, principal underwriter, administrator, and transfer agent of the fund, any material changes made to those policies and procedures since the date of the last report, and any material changes to the policies and procedures recommended as a result of the annual review…; and (B) each Material Compliance Matter (as defined in Rule 38a-1(e)(2)) that occurred since the date of the last report. The review will include a review of the policies and procedures, interviews of key personnel, obtaining certifications, conducting rolling site visits of service providers, reviewing internal and/or third party compliance and internal control reports, reviewing cited regulatory deficiencies and/or exam results, noting observed risks, and testing implementation. We will provide a detailed written report of our findings to the Board.

5. Compliance Calendar. We will create, implement, and follow a detailed compliance calendar and project plan to ensure the timely completion of all compliance activities by all relevant parties.

6. Advice, Guidance, and Support. We will provide unlimited real-time advice and guidance to management or the Board with respect to any compliance and regulatory question (up to 24 hours per year).

7. Board Reporting. A representative from CCS (generally the CCO) will attend all Board meetings and report material compliance issues to the Board. We will also review certifications of various service providers and make a series of written compliance certifications.

Certain identified information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.

8. On-Site Due Diligence. We will conduct an onsite due diligence review of the operations of the Adviser and other Rule 38a-1 service providers at least once every 24 months and conduct a phone due diligence for the interim fiscal years.

9. Code of Ethics and Insider Trading. We will utilize our proprietary technology and process to manage all Code of Ethics and Insider Trading activities including pre-clearance and reviews of trading (up to 10 Access Persons).

10. Regulatory Exams. We will provide support related to responding to regulatory exams conducted by the SEC. This will include assembling materials in response to requests, interfacing with the exam staff, and preparing a written response to deficiencies.

11. Training. We will offer training sessions (up to 6 hours per year) on topics and to personnel designated by management or the Board.

Additional Services (not included in monthly fee):

- Implementing operational procedures;

- Training other than as described in Base Services;

- Assisting with licensing requirements for individuals;

- Conducting email reviews;

- Responding to client inquiries or RFPs;

- Reviewing fund marketing materials;

- Providing regulatory advice and responding to internal inquiries in excess of the hours described in Base Services;

- Utilizing third party technology (including manual) to manage the Code of Ethics processes;

- A compliance review required within 6 months of the Effective Date;

- Conducting initial reviews of Adviser or Sub-Advisers for Board approval;

- Providing compliance services to affiliates;

- Providing compliance services with respect to other jurisdictions, statutes, or regulations, other than as described herein;

- Providing services before or after the Term hereof;

- Providing services with respect to additional Funds or Sub-Advisers;

- Providing services not described above under “Base Services;” and

- Providing other compliance services as reasonably requested.

Certain identified information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Exhibit B

Fees and Term

Base Services:

[Fee Schedule Omitted]

Certain identified information has been excluded from the exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Exhibit D

Addenda:

The term “Trust” shall be replaced with “Fund” for all purposes and the meanings and intents adjusted accordingly.

Internal Compliance Officer: Philip Liu, Esq.

Address for Notices:

Arca Funds

4151 Redwood Ave., Suite 206

Los Angeles, CA 90066

EX-99.2K OTH CONTRCT

TRANSFER AGENCY AND SERVICE AGREEMENT

This TRANSFER AGENCY AND SERVICE AGREEMENT (“TA Agreement”) is entered into on January 30, 2020 (the “Effective Date”) between DTAC LLC, a Delaware limited liability company with a place of business at 655 Montgomery Street, San Francisco, CA 94111 (“DTAC”), and Arca U.S. Treasury Fund with a place of business at the address listed on the Order Form (“Customer”). This TA Agreement includes and incorporates the above Order Form, as well as the attached General Terms and Conditions and any attached applicable Exhibits and contains, among other things, warranty disclaimers, liability limitations and use limitations. In the event of any conflicting or differing terms in the foregoing, the order of precedence will be first any exhibits expressly setting forth terms for any Services (as defined in Exhibit A), second the General Terms and Conditions, and third the Order Form. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

WHEREAS, Customer is a Delaware statutory trust authorized to issue an unlimited number of uncertificated shares which it plans to issue as tokens on the Ethereum blockchain (“Shares”);

WHEREAS, Customer is a closed-end management investment company registered with the United States Securities and Exchange Commission (the “SEC”) under the 1940 Act;

WHEREAS, Customer desires to appoint DTAC as its sole transfer agent and registrar for the Shares, the administrator of any dividend reinvestment plan or direct stock purchase plan for Customer, and the processor of all payments received or made by Customer under this Agreement; and

WHEREAS, DTAC desire to accept such respective appointments and perform the services related to such appointments.

IN WITNESS WHEREOF, each of the parties hereto has caused this TA Agreement to be executed by one of its officers thereunto duly authorized, all as of the Effective Date.

DTAC LLC (DTAC) Arca U.S. Treasury Fund (Customer)

By: /s/ Alex Levine By: /s/ Philip Liu

Name: Alex Levine Name: Phil Liu

Title: President Title: Chairman and President

GENERAL TERMS AND CONDITIONS

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.Appointment of Agent.

1.1.Appointments. Customer hereby appoints DTAC to act as sole transfer agent and registrar for all Shares and as processor of all payments received or made by or on behalf of Customer in accordance with the terms and conditions hereof, and DTAC accepts the respective appointments.

1.2.Documents. In connection with the appointments herein, Customer has provided or will provide the following appointment and corporate authority documents to DTAC:

(a)Board resolution appointing DTAC as the transfer agent;

(b)If applicable,

I. [RESERVED];

II. Board resolution and/or certificate of incumbency designating officers or other designated persons of Customer authorized to sign written instructions and requests in connection with this TA Agreement (each an “Authorized Person”).

III. [RESERVED];

(c)Representations from Customer addressed to DTAC stating that:

I. Customer is duly organized, validly existing and in good standing under the laws of its state of organization which has authorized the use of blockchain technology for Customer’s shareholder records;

II. All Shares issued and outstanding on the date hereof were issued as part of an offering that was registered under the 1933 Act and any other applicable federal or state statute or were exempt from such registration; and

III. All Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable;

(d)A certificate of Customer as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options;

(e)A completed Internal Revenue Service Form 2678;

(f)A completed Form W-8 or W-9, as applicable.

(g)Customer’s Amended and Restated Declaration of Trust dated December 11, 2019 (the "Organizational Documents");

(h)the Customer’s Registration Statement(s) on Form N-2 and all amendments thereto filed with the SEC pursuant to the 1933 Act, and the 1940 Act (the "Registration Statement");

(i)the Customer’s notification of registration under the 1940 Act on Form N-8A as filed with the SEC;

(j)the current Prospectus and Statement of Additional Information for Customer (collectively, as currently in effect and as amended or supplemented, the "Prospectus");

(k)the current plan of distribution and other Plans;

(l)Customer’s investment advisory agreement;

(m)Customer’s underwriting agreement;

(n)contact information for each of Customer’s service providers, including but not limited to, management company, custodian, independent auditors, legal counsel, underwriter and chief compliance officer; and

(o)procedures adopted by Customer in accordance with Rule 17a-7 under the 1940 Act with respect to affiliated transactions.

In addition, prior to any future original issuance of Shares, any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of the Fund pursuant to dividends, splits, recapitalizations, capital adjustments or similar transactions for which DTAC will act as transfer agent hereunder, Customer shall provide representations addressed to DTAC stating that such Shares (i) have been issued as part of an offering that was registered under the 1933 Act and any other applicable federal or state statute or were exempt from such registration, and (ii) are duly authorized, validly issued, fully paid, and non-assessable and shall deliver such documents, certificates, reports, and legal opinions as DTAC may reasonably request.

1.3.Records. DTAC may adopt as part of its records all Shareholder lists, Share ledgers, records,

books, and documents provided to DTAC by Customer or any of its agents. DTAC shall keep records relating to the Services in the form and manner it deems advisable, but in any event consistent with the reasonable standards of the transfer agency industry. DTAC agrees that all such records prepared or maintained by it relating to the Services are the property of Customer and will be preserved, maintained, and made available in accordance with the requirements of law and DTAC’s records management policy and will be surrendered promptly to Customer in accordance with its request subject to applicable law and DTAC’s records management policy.

1.4.Shares. Customer shall, if applicable, inform DTAC as soon as possible in advance as to: (a) the existence or termination of any restrictions on the transfer of Shares, the application to or removal from any Share of any legend restricting the transfer of such Shares (which may be subject, in the case of removal of any such legend, to delivery of such legal opinion in form and substance acceptable to DTAC), or the substitution for such Share of a Share without such legend; (b) any authorized but unissued Shares reserved for specific purposes; (c) any outstanding Shares which are exchangeable for Shares and the basis for exchange; (d) reserved Shares subject to option and the details of such reservation; (e) any Share split or Share dividend; (f) any other relevant event or special instructions which may affect the Shares; and (g) any bankruptcy, insolvency, or other proceeding regarding Customer affecting the enforcement of creditors’ rights.

1.5.Smart Contract and Tokenized Shares. Customer shall deliver or cause to be delivered to DTAC the smart contract approved by Customer for use of tokenizing and managing its tokenized Shares. Customer shall update or cause the smart contract to be updated at DTAC’s request to comply with applicable law or delegate such administrative authority to DTAC. The tokenized shares shall represent uncertificated book-entry Shares recorded by DTAC. In the event of conflict between the tokenized shares and DTAC’s records, DTAC shall update the tokenized share records and smart contact as necessary. Shares that are held in un-certificated book-entry tokenized form have the same rights and privileges as those held in certificate form, but the added convenience of electronic transactions on the blockchain, as well as reducing risks and costs required to store, manage, process, and replace lost or stolen securities certificates.

1.6.[RESERVED]

1.7.Customer Responsibility. Customer shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as DTAC may reasonably require in order to carry out or perform its obligations under this TA Agreement.

1.8.Scope of Agency.

(a)        DTAC shall act solely as agent for Customer under this TA Agreement and owes no duties hereunder to any other person. DTAC undertakes to perform the duties and only the duties that are specifically set forth in this TA Agreement, and no implied covenants or obligations shall be read into this TA Agreement against DTAC.

(b)        Reliance. DTAC may rely upon, shall be protected in acting or refraining from acting in good faith reliance upon, and Customer shall hold DTAC harmless for relying upon, (i) any communication from (1) Customer, (2) Customer’s officers, independent auditors or legal counsel, (3) any predecessor transfer agent prior to DTAC or co-transfer agent or (4) any registrar (other than DTAC), predecessor registrar or co-registrar; (ii) any instruction, notice, request, direction, consent, report, certificate, opinion, or other instrument, paper, document, or electronic transmission believed in good faith by DTAC to be genuine and to have been signed or given by the proper party or parties; (iii) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (iv) any electronic instructions received through Direct Registration System/Profile of DTC or otherwise received electronically. In addition, DTAC is authorized to refuse to make any transfer that it determines in good faith not to be in good order. DTAC shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack of authority of any statement, oral, or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which DTAC has a reasonable basis to believe is genuine.

(c)       From time to time, Customer may provide DTAC with instructions concerning the Services. Further, DTAC may apply to any Authorized Person for instruction, and may consult with legal counsel for DTAC or Customer with respect to any matter arising in connection with the Services. DTAC and its agents and subcontractors shall not be liable and shall be indemnified by Customer under Section 7.2 of this TA Agreement for any action taken or omitted by DTAC in good faith

1 

reliance upon any Customer instructions or upon the advice or opinion of such counsel. Customer shall promptly provide DTAC with an updated board resolution and/or certificate of incumbency regarding any change of authority for any Authorized Person. DTAC shall not be held to have notice of any change of authority of any Authorized Person, until receipt of written notice thereof from Customer.

(d) Compliance with Laws. DTAC is obligated and agrees to comply with all applicable U.S. federal, state, and local laws and regulations, codes, orders, and government rules in the performance of its duties under this TA Agreement. For avoidance of doubt, DTAC is not responsible for compliance with any laws and regulations, codes, orders and government rules of non-U.S. jurisdictions.

2.Standard Transfer agent Services.

2.1.Share Services. DTAC shall perform the Services set forth in the Transfer Agency Services (“Services Exhibit”) attached hereto as Exhibit B and incorporated herein. Further, DTAC shall issue and record Shares as authorized, hold Shares in the appropriate Account, and effect transfers of Shares upon receipt of appropriate documentation.

2.2.[RESERVED]

2.3.Software and Internet Services. Customer shall make available its websites to DTAC and Shareholders powered by DTAC affiliates (including but not limited to TokenSoft Inc) on behalf of Customer to access certain Account and Shareholder information, and certain transaction capabilities. Customer shall provide DTAC with administrative access to such website and make any updates to such website for the purposes of providing the Services under this TA Agreement. Additionally, DTAC shall have the option to make available to Customer and Shareholders, through DTAC’s or its affiliates website (“Website”), online access to certain Account and Shareholder information and certain transaction capabilities (“Software Services”), subject to the Website’s security procedures and the terms and conditions set forth herein and on the Website. The Software Services “as is,” on an “as available” basis, and hereby specifically disclaims any and all representations or warranties, express or implied, regarding such Software Services, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.

2.4.Proprietary Information. Customer agrees that the databases, programs, screen and report formats, interactive design techniques, Software Services, software (including methods or concepts used therein, source code, object code, or related technical information), and documentation manuals furnished to Customer by DTAC as part of the Services are under the control and ownership of DTAC or its affiliates and constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”). Shareholder Data is not Proprietary Information. Customer agrees that Proprietary Information is of substantial value to DTAC or its affiliates and will treat all Proprietary Information as confidential in accordance with Section 8 of this TA Agreement. Customer shall take reasonable efforts to advise its relevant employees and agents of its obligations pursuant to this Section 2.4.

2.5.Third Party Content. DTAC may provide real-time or delayed quotations and other market information and messages including but not limited to data relating to the Shares smart contract, tokenized Shares, and state of the Ethereum blockchain (collectively “Third-Party Data”), which Third-Party Data is supplied to DTAC by third parties with a proprietary interest in Third-Party Data disseminated by them, not in the control of DTAC, and do not include any guarantees the timeliness, sequence, accuracy, or completeness thereof. Customer agrees and acknowledges that DTAC shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Third-Party Data or the transmission thereof.

2.6.Lost Shareholders; In-Depth Shareholder Search. 

(a)DTAC shall conduct such database searches to locate lost Shareholders as are required by Rule 17Ad-17 under the 1934 Act.  If a new address is so obtained in a database search for a lost Shareholder, DTAC shall conduct a verification mailing and update its records for such Shareholder accordingly. 

(b)DTAC may facilitate the performance of a more in-depth search for the purpose of (i) locating lost Shareholders for whom a new address is not obtained in accordance with clause (a) above, (ii) identifying Shareholders who are deceased (or locating the deceased Shareholder’s estate representative, heirs or other party entitled to act with respect to such Shareholder’s account (“Authorized Representative”)), and (iii) locating Shareholders whose accounts contain an uncashed check older than 180 days and who have already received the required unresponsive payee notification under Rule 17Ad-17, in each case using the services of a

2 

locating service provider selected by DTAC (“Service Provider”), which Service Provider may be an affiliate of DTAC.  Such Service Provider may compensate DTAC for processing and other services that DTAC provides in connection with such in-depth search, including providing DTAC a portion of its service fees.

(c)Upon locating any Shareholder (or such Shareholder’s Authorized Representative) pursuant to clause (b) above, the Service Provider shall clearly identify to such Shareholder (or such Shareholder’s Authorized Representative) all assets held in such Shareholder’s account.  Such Service Provider shall inform any such located Shareholders (or such Shareholder’s Authorized Representative) that such Shareholder (or such Shareholder’s Authorized Representative) may choose either (i) to contact DTAC directly to obtain the assets in such account, at no charge other than any applicable fees to replace tokenized Shares, or (ii) to use the services of such Service Provider for a processing fee, which may not exceed 20% of the asset value of such Shareholder’s property where the registered Shareholder is living, deceased, or not a natural person; provided that in no case shall such fee exceed the maximum statutory fee permitted by the applicable state jurisdiction.  If Customer selects a locating service provider other than one selected by DTAC, then DTAC shall not be responsible for the terms of any agreement between such provider and Customer and additional fees may apply.

(d)Pursuant to Section 1.8(c) of this TA Agreement, Customer hereby authorizes and instructs DTAC to provide to Service Provider:

(i)aggregate Shareholder Data including number of projected eligible accounts, value of projected eligible accounts (includes sum of outstanding checks and value of shares) in order for the Service Provider to determine the feasibility of providing in-depth search services;

(ii)upon determination by the Service Provider that an in-depth Shareholder location program will be implemented and after notification of implementation to Customer by DTAC (including by e-mail):

(1)a complete Shareholder file (from which the Service Provider will eliminate those accounts for which a search is still required by Rule 17Ad-17 promulgated under the 1934 Act), and

(2)preliminary escheatment files (used to block accounts that may not be serviced under the program based on state unclaimed property laws); and

(iii)view-only access (during the time a program is in place) to Shareholder Data for the limited purposes of verifying Account information and reconcilement for program eligible Accounts.

2.7       ADDITIONAL SERVICES. To the extent that Customer elects to engage any entity other than DTAC (“Vendor”) to provide any additional services (e.g., plans, restricted stock, corporate actions, etc.), Customer shall give DTAC or its affiliates an opportunity to bid on such services upon the same terms and conditions as Vendor.

3.PLAN SERVICES.

3.1.DTAC shall perform all services under the Plans, as the administrator of such Plans, with the exception of any payment processing which DTAC may elect to contract with a third-party service provider to provide or require Customer to contract directly with such provider, and certain other services that DTAC may subcontract to third-parties as permitted by applicable law.

3.2.[RESERVED].

3.3.DTAC shall act as agent for Shareholders pursuant to the Plans in accordance with the terms and conditions of such Plans.

4.Dividend Services.

4.1. Dividends and Distributions.

(a) When a dividend or distribution has been declared by the Board, an Authorized Person shall provide DTAC with notice of: the date of the declaration of a dividend or distribution; the date of accrual or payment thereof; the record date as of which Shareholders entitled to payment or accrual shall be determined; the amount per Share of such dividend or distribution; the payment date on which all previously accrued and unpaid dividends are to be paid; and the total amount, if any, payable to DTAC on such payment date.

(b)        In connection with a reinvestment of a dividend or distribution in Shares of the Customer, DTAC shall cause to be issued Shares of the Customer based on the NAV per Share of the Customer specified in a communication received from or on behalf of the Customer on such the date of reinvestment.

(c)        Upon the mail date specified, the Customer shall, in the case of a cash dividend or distribution, cause its custodian to deposit in an

3 

account in the name of DTAC on behalf of the Customer, an amount of cash sufficient for DTAC to make the payment to the Shareholders who were of record on the record date. DTAC will, upon receipt of any such cash, make payment of such cash dividends or distributions to the Shareholders as of the record date. DTAC shall not be liable for any improper payments made in accordance with the notice described in paragraph 4.1(a). If DTAC does not receive from the Customer’s custodian sufficient cash to make payments of any cash dividend or distribution to all Shareholders as of the record date, DTAC shall, upon notifying Customer, withhold payment to such Shareholders until sufficient cash is provided to DTAC.

(d)       It is understood that DTAC in its capacity as transfer agent and dividend disbursing agent shall in no way be responsible for the determination of the rate or form of dividends or capital gain distributions due to the Shareholders pursuant to the terms of this Agreement.

4.2.Tax Withholding.  Customer or its paying agent shall be solely responsible for deducting from all payments of sales proceeds and of dividends declared by Customer and disbursed by Customer or its paying agent to Shareholders, if applicable, the tax required to be withheld pursuant to Sections 1441, 1442, 1445, 1471 through 1474, and 3406 of the Internal Revenue Code of 1986, as amended, or by any federal or state statutes subsequently enacted, and to make the necessary returns and payment of such tax to the relevant taxing authority.  Customer will provide any reporting instructions to DTAC from time to time as relevant, and upon request of DTAC.

4.3.Stop Payments. Customer hereby authorizes DTAC to stop payment of checks issued in payment of sales proceeds and of dividends, if applicable, but not presented for payment, when the payees thereof allege either that they have not received the checks or that such checks have been mislaid, lost, stolen, destroyed or, through no fault of theirs, are otherwise beyond their control and cannot be produced by them for presentation and collection, and DTAC shall issue and deliver duplicate checks in replacement thereof, and Customer shall indemnify DTAC against any loss or damage resulting from reissuance of the checks.

4.4.Plan Payments. If applicable, Customer hereby authorizes DTAC to receive all payments made to Customer (i.e., optional cash purchases) under the Plans and make all payments required to be made under such Plans, including all payments required to be made to Customer. For optional cash purchases, in the event funds are unavailable for any reason (including, without limitation, due to a rejection or reversal of the payment), DTAC shall sell the Shares purchased and any gain thereon shall accrue to DTAC.

4.5.Bank Accounts. All funds received by DTAC under this Agreement that are to be distributed or applied by DTAC in the performance of Services (the “Funds”) shall be held by DTAC as agent for Customer and deposited in one or more bank accounts established by DTAC in its own name for the benefit of Customer or for the benefit all of DTAC’s customers at third party financial institutions. Until paid pursuant to this Agreement, DTAC may hold or invest the Funds through such accounts in: (a) obligations of, or guaranteed by, the United States of America; (b) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor's Corporation (“S&P”) or Moody's Investors Service, Inc. (“Moody’s”), respectively; (c) AAA rated money market funds that comply with Rule 2a-7 of the 1940 Act; or (d) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.).  DTAC shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by DTAC in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party.  DTAC may from time to time receive interest, dividends or other earnings in connection with such deposits or investments.  DTAC shall not be obligated to pay such interest, dividends or earnings to Customer, any Shareholder or any other party.

5.Fees and Expenses.

5.1.Fees and Expenses. Customer agrees to pay DTAC the fees and expenses for Services performed pursuant to this TA Agreement as set forth in the Order Form, Services Exhibit, and other exhibits. DTAC reserves the right to change the fees or applicable charges and to institute new fees at the end of the Initial Service Term or then current renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email). Additionally, DTAC reserves the right to charge fees to Shareholders or prospective Shareholders.

5.2.Out-of-Balance Conditions. If any out-of-balance condition caused by Customer or any of its prior agents arises during any Term of this TA

4 

Agreement, Customer will, promptly upon DTAC’s request, provide DTAC with funds or Shares sufficient to resolve the out-of-balance condition.

5.3.Invoices. Unless detailed otherwise in the Order Form, Customer agrees to pay all fees and expenses within thirty (30) days of the date of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such dispute, Customer must promptly notify DTAC of such dispute and may only withhold that portion of the fee or expense subject to such dispute. Customer shall settle such disputed amounts within five (5) business days of the date on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

5.4.Late Payments.

(a)If any undisputed amount in an invoice of DTAC is not paid within ten (10) days after the date of such invoice, DTAC may charge Customer $250 late fee plus interest thereon (from the due date to the date of payment) at a monthly rate equal to one and a half percent (1.5%) on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in termination of the Service or Agreement as detailed below.

(b)The failure by Customer to (i) pay the undisputed portion of an invoice within sixty (60) days after the date of such invoice or (ii) timely pay the undisputed portions of two consecutive invoices shall constitute a material breach of this TA Agreement by Customer. Notwithstanding terms to the contrary in Section 9.2 below, DTAC may terminate this TA Agreement for such material breach immediately and shall not be obligated to provide Customer with 30 days to cure such breach.

5.5.Transaction Taxes. Customer is responsible for all taxes, levies, duties, and assessments levied on Services purchased under this TA Agreement (collectively, “Transaction Taxes”).  Unless Customer uses a paying agent, DTAC is responsible for collecting and remitting Transaction Taxes in all jurisdictions in which DTAC is registered to collect such Transaction Taxes.  DTAC shall invoice Customer for such Transaction Taxes that DTAC is obligated to collect upon the furnishing of Services.  Customer shall pay such Transaction Taxes according to the terms in Section 5.3.  DTAC shall timely remit to the appropriate governmental authorities all such Transaction Taxes that DTAC collects from Customer.  To the extent that Customer provides DTAC with valid exemption certificates, direct pay permits, or other documentation that exempts DTAC from collecting Transaction Taxes from Customer, invoices issued for Services provided after DTAC’s receipt of such certificates, permits, or other documentation will not reflect exempted Transaction Taxes.  Except as detailed above, Customer shall be responsible for all taxes associated with Services unless taxes relate to DTAC’s net income or gross revenues related to Services.

6.Representations and Warranties.

6.1.DTAC. DTAC represents and warrants to Customer that:

(a)Governance. DTAC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has full power, authority and legal right to execute, deliver, and perform this TA Agreement; and

(b)Compliance with Laws. The execution, delivery, and performance of this TA Agreement by DTAC has been duly authorized by all necessary action, constitutes a legal, valid, and binding obligation of DTAC enforceable against DTAC in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with or result in the breach of any material term, condition, or provision of (i) any existing law, ordinance, or governmental rule or regulation to which DTAC is subject, (ii) any judgment, order, writ, injunction, decree, or award of any court, arbitrator, or governmental or regulatory official, body, or authority applicable to DTAC, (iii) DTAC’s incorporation documents or by-laws, or (iv) any material agreement to which DTAC is a party.

6.2.Customer. Customer represents and warrants to DTAC that:

(a)Governance. It is a corporation duly organized, validly existing and in good standing under the laws of the state detailed in the whereas preambles, and it has full power, authority and legal right to enter into and perform this TA Agreement;

(b)Compliance with Laws. The execution, delivery, and performance of this TA Agreement by Customer has been duly authorized by all necessary action, constitutes a legal, valid, and binding obligation of Customer enforceable against Customer in accordance with its terms, will not require the consent of any third party that has not been given, and will not violate, conflict with, or result in the breach of any material term, condition, or provision of (i) any existing law, ordinance, or governmental rule or regulation to which Customer is subject, (ii) any judgment, order, writ, injunction, decree, or award of any court, arbitrator or governmental or regulatory official, body, or authority

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applicable to Customer, (iii) Customer’s incorporation documents or by-laws, (iv) any material agreement to which Customer is a party, or (v) any applicable stock exchange rules, and, further, it is conducting (and will conduct) its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all material regulatory approvals necessary to carry on its business as now conducted;

(c)Securities Laws. Registration statements under the 1933 Act and the 1934 Act have been filed and are currently effective, or will be effective prior to the sale of any Shares, and will remain so effective, and all appropriate state securities law filings have been made with respect to all Shares being offered for sale except for any Shares which are offered in a transaction or series of transactions which are exempt from the registration requirements of the 1933 Act, 1934 Act, and state securities laws; Customer will immediately notify DTAC of any information to the contrary;

(d)Shares. The Shares issued and outstanding on the date hereof are duly authorized, validly issued, fully paid and non-assessable; and any Shares to be issued hereafter, when issued, will be duly authorized, validly issued, fully paid and non-assessable; and

(e)It is duly registered as a closed-end investment company under the 1940 Act.

7.Indemnification and Limitation of Liability.

7.1.Liability. DTAC shall be liable for any loss or damage resulting from DTAC’s gross negligence, bad faith or willful misconduct; provided that any liability of DTAC will be limited in the aggregate to the ongoing account management fees paid hereunder by Customer to DTAC during the twelve (12) months immediately preceding the event for which recovery from DTAC is being sought.

7.2.Indemnity.

7.2.1. Customer shall indemnify and hold DTAC harmless from and against, and DTAC shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses, and liability (collectively, “Losses”) arising out of or attributable to DTAC’s duties under this TA Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Loss or enforcing this TA Agreement, except for any liability of DTAC as set forth in Section 7.1 above.

7.2.2. DTAC shall indemnify and hold Customer harmless from and against, and Customer shall not be responsible for, any and all Losses arising out of or attributable to Customer’s duties under this TA Agreement, including the reasonable costs and expenses of defending itself against any Loss or enforcing this TA Agreement, unless any such Losses are the result of Customer’s gross negligence, bad faith or willful misconduct.

7.3.Notwithstanding anything in this TA Agreement to the contrary, neither party shall be liable to the other for any transaction or trading losses, incidental, indirect, special, or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this TA Agreement even if apprised of the possibility of such damages.

8. Confidentiality.

8.1.Use and Disclosure. All Confidential Information of a party will be held in confidence by the other party with at least the same degree of care as such party protects its own confidential or proprietary information of like kind and import, but not less than a reasonable degree of care. Neither party will disclose in any manner Confidential Information of the other party in any form to any person or entity without the other party's prior consent. However, each party may disclose relevant aspects of the other party's Confidential Information to its officers, affiliates, agents, subcontractors, and employees to the extent reasonably necessary to perform its duties and obligations under this TA Agreement and such disclosure is not prohibited by applicable law. Without limiting the foregoing, each party will implement physical and other security measures and controls designed to protect (a) the security and confidentiality of Confidential Information; (b) against any threats or hazards to the security and integrity of Confidential Information; and (c) against any unauthorized access to or use of Confidential Information. To the extent that a party delegates any duties and responsibilities under this TA Agreement to an agent or other subcontractor, the party agrees to ensure that such agent and subcontractor are contractually bound to confidentiality terms consistent with the terms of this Section 8. Notwithstanding the above, DTAC may disclose Confidential Information to its affiliates in order to comply with this Agreement.

8.2.Required or Permitted Disclosure. In the event that any requests or demands are made for the disclosure of Confidential Information, other than

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requests to DTAC for Shareholder records pursuant to subpoenas from state or federal government authorities (e.g., probate, divorce, and criminal actions), the party receiving such request will promptly notify the other party to secure instructions from an authorized officer of such party as to such request and to enable the other party the opportunity to obtain a protective order or other confidential treatment, unless such notification is otherwise prohibited by law or court order. Each party expressly reserves the right, however, to disclose Confidential Information to any person whenever it is advised by counsel that it may be held liable for the failure to disclose such Confidential Information or if required by law or court order.

8.3.Unauthorized Disclosure. As may be required by law and without limiting any party's rights in respect of a breach of this Section 8, each party will promptly:

(a)notify the other party in writing of any unauthorized possession, use, or disclosure of the other party's Confidential Information by any person or entity that may become known to such party;

(b)furnish to the other party full details of the unauthorized possession, use or disclosure; and

(c)use commercially reasonable efforts to prevent a recurrence of any such unauthorized possession, use or disclosure of Confidential Information.

8.4.Costs. Each party will bear the costs it incurs as a result of compliance with this Section 8.

9. Term and Termination.

9.1.Term. The initial term of this TA Agreement shall be term set in the Order Form from the Effective Date (“Initial Term”) unless terminated pursuant to the provisions of this Section 9. This TA Agreement will renew automatically from year to year (each a “Renewal Term” and collectively with the Initial Service Term, the “Term”), unless a terminating party gives written notice to the other party not less than sixty (60) days before the expiration of the Initial Term or Renewal Term, whichever is in effect.

9.2.Termination for Cause. This TA Agreement may be terminated at any time by any party (i) upon a material breach of a representation, covenant or term of this TA Agreement by the other party which is not cured within thirty (30) days after receipt of written notice thereof from the terminating party or (ii) if any proceeding in bankruptcy, reorganization, receivership, or insolvency is commenced by or against any other party, such other party shall become insolvent or shall cease paying its obligations as they become due or such other party shall make any assignment for the benefit of its creditors.

9.3.Fees and Expenses; Transitions. Upon termination or expiration of this TA Agreement for any reason, Customer shall pay to DTAC on or before the effective date of such termination or expiration (a) all fees and expenses due and payable to DTAC up to and including the date of such termination or expiration, and (b) in connection with the movement of records, materials, and services to Customer or the successor agent, (i) all reasonable expenses and (ii) a conversion fee in an amount equal to 15% of the aggregate fees (not including expenses) incurred by Customer during the immediately preceding twelve (12) month period; provided, however, the fee under this Section 9.3(b)(ii) shall in no event be less than $5,000.00. 

9.4.Early Termination. Notwithstanding anything in this TA Agreement to the contrary, if this TA Agreement is terminated prior to the expiration of the then-current Term (a) by Customer for any reason other than pursuant to Section 9.2 above, including but not limited to, Customer’s liquidation, acquisition, merger or restructuring, or (b) by DTAC pursuant to Section 9.2 above, then, in addition to the payments required in Section 9.3 above, Customer shall pay to DTAC all fees accelerated through the end of, and including all months that would have remained in, the then-current Term at the time of termination. Such fees will be calculated using the rates, volumes, and Services in effect as of the termination date.

10. SUBCONTRACTORS AND UNAFFILIATED THIRD PARTIES.

10.1.Subcontractors. DTAC may, without further consent of Customer, subcontract with (a) any affiliates, or (b) unaffiliated subcontractors for such services as may be required from time to time (e.g., lost shareholder searches, escheatment, telephone and mailing services); provided, however, that DTAC shall be as fully responsible to Customer for the acts and omissions of any subcontractor as it is for its own acts and omissions under this TA Agreement.

10.2.Unaffiliated Third Parties. Nothing herein shall impose any duty upon DTAC in connection with or make DTAC liable for the actions or omissions to act of unaffiliated third parties (other than subcontractors referenced in Section 10.1 of this TA Agreement) such as, by way of example and not limitation, airborne services, delivery services, the U.S. mails, and telecommunication companies,

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provided, if DTAC selected such company, DTAC exercised due care in selecting the same.

11. Miscellaneous.

11.1.Notices. All notices under this TA Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; if delivered electronically upon 24 hours of being transmitted via e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested to the following addresses:

If to Customer:	The address or email listed on the Order Form.
If to DTAC:	DTAC LLC 655 Montgomery St., Floor 7 San Francisco, CA 94111 legal@digitaltransferagent.com

11.2.No Expenditure of Customers. No provision of this TA Agreement shall require DTAC to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it shall believe in good faith that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

11.3.Assignment. Neither this TA Agreement nor any rights or obligations hereunder may be assigned by Customer or DTAC without the written consent of the other, such consent not to be unreasonably withheld; provided, however, that DTAC may, without further consent of Customer, assign any of its rights and obligations hereunder to any affiliated transfer agent registered under Rule 17Ac2-1 promulgated under the 1934 Act.

11.4.Successors. All the covenants and provisions of this TA Agreement by or for the benefit of Customer or DTAC shall bind and inure to the benefit of their respective successors and assigns hereunder.

11.5.Amendments. This TA Agreement may be amended or modified by a written amendment executed by the parties hereto and, to the extent required, authorized by a resolution of the Board of Directors of Customer.

11.6.Severability. If any term, provision, covenant or restriction of this TA Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this TA Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

11.7.Governing Law; Jurisdiction. This TA Agreement shall be governed by the laws of the State of California, without regard to principles of conflicts of law. The parties irrevocably (a) submit to the non-exclusive jurisdiction of any California State court sitting in San Francisco or the United States District Court for the Northern District of California in any action or proceeding arising out of or relating to this TA Agreement, (b) waive, to the fullest extent they may effectively do so, any defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding, and (c) waive all right to trial by jury in any action, proceeding, or counterclaim arising out of this TA Agreement or the transactions contemplated hereby. DTAC shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof. DTAC may consult with foreign counsel, at Customer’s expense, to resolve any foreign law issues that may arise as a result of Customer or any other party being subject to the laws or regulations of any foreign jurisdiction.

11.8.Force Majeure. Notwithstanding anything to the contrary contained herein, DTAC shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, blockchain forks, interruptions, disruptions of blockchain or smart-contract-related failures, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

11.9.Third Party Beneficiaries. The provisions of this TA Agreement are intended to benefit only DTAC, Customer, and their respective permitted successors and assigns. No rights shall be granted to any other person by virtue of this TA Agreement, and there are no third-party beneficiaries hereof.

11.10.Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, compensation, and expenses and confidentiality and protection of proprietary rights and trade secrets shall survive the termination or expiration of this TA Agreement.

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11.11.Merger of Agreement. This TA Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

11.12.No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this TA Agreement. In the event any ambiguity or question of intent or interpretation arises, this TA Agreement shall be construed as if drafted jointly by all parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this TA Agreement.

11.13.Descriptive Headings. Descriptive headings contained in this TA Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

11.14.Counterparts. This TA Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this TA Agreement executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

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Exhibit A

DEFINITIONS

Certain Definitions.

1)“1933 Act” means the Securities Act of 1933, as amended.

2)“1934 Act” means the Securities Exchange Act of 1934, as amended.

3)“1940 Act” means the Investment Company Act of 1940, as amended (“1940 Act”);

4)“Account” means the account of each Shareholder which reflects any full or fractional Shares held by such Shareholder, outstanding funds, or reportable tax information.

5)“DSPP” means direct stock purchase plan.

6)"TA Agreement" means this agreement and any and all exhibits or schedules attached hereto and any and all amendments or modifications which may from time to time be executed.

7)“Confidential Information” means any and all technical or business information relating to a party, including, without limitation, financial, marketing and product development information, Shareholder Data (including any non-public information of such Shareholder), Proprietary Information, and the terms and conditions (but not the existence) of this TA Agreement, that is disclosed or otherwise becomes known to the other party or its affiliates, agents or representatives before or during the Term of this TA Agreement. Confidential Information constitutes trade secrets and is of great value to the owner (or its affiliates). Confidential Information shall not include any information that is: (a) already known to the other party or its affiliates at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the other party; (c) subsequently disclosed to the other party or its affiliates on a non-confidential basis by a third party not having a confidential relationship with the owner and which rightfully acquired such information; or (d) independently developed by one party without access to the Confidential Information of the other.

8) “Plans” means any dividend reinvestment plan or other investment programs administered by paying agent for Customer relating to the Shares, whether as of the Effective Date or at any time during the Term of this TA Agreement.

9)“Services” means all services performed or made available by DTAC pursuant to this TA Agreement as further detailed in Exhibit B.

10)“Share” means Customer's uncertificated common shares, zero par value per share, and other classes of Customer’s shares as may be designated by Customer in writing from time-to-time and which DTAC agrees to service under this TA Agreement.

11)“Shareholder” or “User” means a holder of record of Shares.

12)“Shareholder Data” or “User Data” means all information maintained on the records database of DTAC concerning Shareholders.

EXHIBIT B

Transfer Agency Services

DTAC shall provide the following services subject to, and in compliance with the objectives, policies and limitations set forth in the Customer’s Registration Statement, the Customer’s Organizational Documents, applicable laws and regulations, and resolutions and policies established by the Customer’s Board:

1) Provide the Services of a transfer agent and, as relevant, agent in connection with any Plans that are customary for closed-end management investment companies including:

a. maintaining all shareholder accounts;

b. preparing shareholder meeting lists;

c. preparing and certifying direct shareholder lists in conjunction with proxy solicitations;

d. preparing periodic mailing of year-end tax and statement information;

e. delivering shareholder reports and prospectuses to current shareholders;

f. delivering prospectuses of new direct shareholders following their initial purchase of shares;

g. preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders;

h. preparing and delivering confirmation forms and statements of account to shareholders for all purchases and redemptions of Shares and other confirmable transactions in shareholder accounts; and

i. providing account information in response to inquiries from shareholders.

2) Receiving for acceptance, orders for the purchase of Shares, and promptly delivering payment and appropriate documentation therefore to the custodian of the Customer authorized by the Board (the “Custodian”);

3) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

4) Receiving for acceptance, redemption requests and redemption directions and delivering the appropriate documentation therefore to the Custodian;

5) As and when the Customer receives monies paid to it by the Custodian with respect to any redemption, paying over or cause to be paid over the redemption proceeds as required by the Prospectus pursuant to which the redeemed Shares were offered and as instructed by the redeeming shareholders;

6) Effecting transfers of Shares upon receipt of appropriate instructions from Shareholders;

7) Monitoring and making appropriate filings with respect to the escheatment laws of the various states and territories of the United States;

8) Preparing and transmitting to shareholders (or crediting to the appropriate shareholder accounts) payments for all distributions and dividends declared by the Customer with respect to Shares;

9) Receiving from shareholders and/or debiting shareholder accounts for sales commissions, including contingent deferred, deferred and other sales charges, and service fees (i.e., wire redemption charges) and prepare and transmit payments to underwriters, selected dealers

and others for commissions and service fees received and provide necessary tracking reports to the Customer and/or the Customer’s principal underwriter;

10) Recording the issuance of Shares of a Shareholder and maintaining pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Customer which are authorized, based upon data provided to it by the Customer, issued and outstanding; and

11) Providing the Customer on a regular basis with Customer’s total number of Shares that are issued and outstanding.

Issuance of Shares.

DTAC, in its capacity as transfer agent, shall make original issues of Shares of Customer in accordance with the Customer’s Prospectus, only upon receipt of:

a. instructions requesting the issuance,

b. a copy of a resolution of the Board authorizing the issuance, and

c. necessary funds for the payment of any original issue tax applicable to such Shares.

The responsibility of DTAC for Customer’s state registration status is solely limited to the reporting of transactions to the Customer, and DTAC shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Customer, its distributor or other agent.

Transfer of Shares.

Transfers of Shares of Customer shall be registered on the shareholder records maintained by DTAC. In registering transfers of Shares, DTAC may rely upon the Uniform Commercial Code as in

effect in the State of Delaware or any other statutes that, in the opinion of DTAC’s legal counsel, protect DTAC and the Customer from liability arising from:

a. not requiring complete documentation;

b. registering a transfer without an adverse claim inquiry;

c. delaying registration for purposes of such inquiry; or

d. refusing registration whenever an adverse claim requires such refusal.

As transfer agent, DTAC will be responsible for delivery to the transferor and transferee of such documentation as is required by the Uniform Commercial Code.

Purchase Orders.

Shares shall be issued in accordance with the terms of the Prospectus after DTAC or its agent receives either:

a. an instruction directing investment in Customer and confirmation of payment receipt by Customer or custodian; or

b. the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary.

Distribution Eligibility.

Shares issued in Customer after receipt of a completed purchase order shall be eligible to receive distributions of the Customer at the time specified in the prospectus pursuant to which the Shares are offered.

Lost Shareholders.

DTAC shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) under the 1934 Act, including, but not limited to, those set forth below. DTAC may, in its sole discretion, use the services of a third party to perform some of or all such services.

a. documentation of search policies and procedures;

b. execution of required searches;

c. tracking results and maintaining data sufficient to comply with the Lost Shareholder Rules; and

d. preparation and submission of data required under the Lost Shareholder Rules.

Anti-Money Laundering (“AML”) Delegation.

The Customer hereby delegates to DTAC certain AML duties under this Agreement, as permitted by law and in accordance with the Customer’s Anti-Money Laundering Policies and Procedures as may be amended from time to time. Such duties delegated to DTAC include procedures reasonably designed to prevent and detect money laundering activities and to ensure that Customer can have a reasonable belief that it knows the identity of each person or entity opening an account with the Customer. DTAC’s procedures will include, as appropriate, procedures to assist the Customer(s) to:

· detect and report suspicious activities;

· comply with “know your customer” requirements;

· monitor high-risk accounts; and

· maintain required records.

DTAC shall provide for proper supervision and training of its personnel. With respect to assisting the Customer with its Customer Identification Program (“CIP”) designed to ensure the identity of any person opening a new

Account with a prospective shareholder (“Prospect”), DTAC will assist the Customer(s) through the use of the following:

· risk-based procedures to verify the identity of each Customer to the extent reasonable and practicable, such that the Customer may have a reasonable belief that it knows the true identity of each Customer;

· before opening an account, obtain a Prospect’s name, date of birth (for an individual), address, and identification number (tax identification number, passport number and country of issuance, or other document evidencing nationality or residents and bearing a photograph or other safeguards);

· procedures to verify the identity of a Prospect within a reasonable time after the account is opened;

· procedures for maintenance of records relating to Customer identification and supporting the verification; and

· procedures to determine whether the Customer’s name appears on any list of known or suspected terrorists or terrorist organizations issued by any federal government agency and designated as such by the Department of the Treasury in consultation with the federal functional regulators, within a reasonable period of time after the account is opened.

For purposes of verifying the identity of a Prospect, DTAC may rely on documents, so long as, based on that information, DTAC can form a reasonable belief that it knows the identity of the Customer, including:

· an individual’s unexpired government-issued identification evidencing nationality or residence and bearing a photograph or similar safeguard, (such as a driver’s license or passport); or

· documents showing the existence of an entity, such as articles of incorporation, a government-issued business license, a partnership agreement, or trust instrument.

To the extent that the Customer’s identity cannot be verified by relying on documents, other methods may be used by DTAC, including, (i) contacting a Prospect; (ii) independently verifying the Customer’s identity through the comparison of information provided by the Customer with information obtained from a consumer reporting agency, public database, or other source; (iii) checking references with other financial institutions; and (iv) obtaining a financial statement.

In the event that DTAC is not able to verify the identity of a Prospect sufficiently that it can form a reasonable belief that it knows the true identity of a Prospect, then DTAC may, as appropriate:

· not open an Account for the Prospect;

· apply limited terms under which a Prospect may use an account until the Prospect’s identity is verified;

· close an Account, after attempts to verify a Prospect’s identity have failed; or

· assist the Customer in filing a Suspicious Activity Report in accordance with applicable law and regulation, regarding the Prospect.

Each Customer represents and agrees that it will provide Customers with adequate notice that the Customer is requesting information to verify their identities. The notice will be included in the application or the prospectus, or a document accompanying the application or prospectus provided it is reasonably designed to ensure that the customer views or otherwise receives the notice before opening the account.

In consideration of the performance of the duties by DTAC pursuant to this Section, the Customer agrees to pay DTAC for the reasonable administrative expenses that may be associated with such additional duties.

Anti-Identity Theft Delegation.

To the extent that a Shareholder has covered Accounts that allow redemption proceeds to go to third parties, DTAC will assume Anti-Identity Theft monitoring duties for the Customer under this

Agreement, pursuant to legal requirements. Any out of pocket expenses occurred in this regard are due and payable by the Customer.

Rule 22c-2 Compliance.

Rule 22c-2 under the 1940 Act requires that a fund’s principal underwriter or transfer agent enter into a shareholder information agreement with any financial intermediary or its agent where it, through itself or its agent, purchases or redeems shares directly from a fund, its principal underwriter or transfer agent, or through a registered clearing agency. The Customer shall ensure that its principal underwriter enters into such agreements, which permits DTAC as transfer agent to request information from such financial intermediaries to ensure that the Customer’s procedures are being followed with respect to market timing and, where applicable, early redemption fees. The Customer’s procedures in this regard would trigger the information requests, under certain conditions, with respect to said financial intermediaries’ omnibus accounts in the respective Customer.

Processing through the National Securities Clearing Corporation (the “NSCC”).

If applicable, DTAC will: (i) process accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC’s participants, including the Customer), in accordance with, instructions transmitted to and received by DTAC by transmission from NSCC on behalf of broker-dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by DTAC; (ii) issue instructions to Customer’s custodian for the settlement of transactions between the Customer and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Customer’s records on an appropriate computer system in accordance with NSCC’s Networking and Customer/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts through Networking.

Transfer Agency Records.

DTAC shall maintain the following shareholder account information:

• name, address and United States Tax Identification or Social Security number;
• number of Shares held;
• historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholder’s account (as reported by the paying agent or Customer);
• any stop or restraining order placed against a shareholder’s account;
• any correspondence relating to the current maintenance of a shareholder’s account;
• information with respect to withholdings; and
• any information required in order for DTAC to perform any calculations by this Agreement.

DTAC may from time to time adopt new procedures, or modify existing procedures, in order to carry out its Transfer Agency Services. Any modification of the Transfer Agency Services provided by DTAC as set forth in this Exhibit will be effective upon providing Customer three (3) business days’ notice.

EX-99.2K OTH CONTRCT

EXPENSE LIMITATION AGREEMENT

THIS EXPENSE LIMITATION AGREEMENT, effective as of January 30, 2020 (the “Agreement”), is between ARCA U.S. TREASURY FUND (the “Fund”) and ARCA CAPITAL MANAGEMENT, LLC (the “Adviser”).

WHEREAS, the Fund’s Board of Trustees (collectively, the “Board”) has appointed the Adviser as the investment adviser of the Fund pursuant to an Investment Advisory Agreement; and

WHEREAS, the Board has appointed the Adviser as the blockchain administrator and developer of the Fund pursuant to a Blockchain Administration and Development Agreement; and

WHEREAS, the Fund and the Adviser desire to enter into the arrangements described herein relating to certain expenses of the Funds;

NOW, THEREFORE, the Fund and the Adviser hereby agree as follows:

1.       For the period commencing on the date the Fund’s registration statement on Form N-2 is declared effective by the Securities and Exchange Commission, and continuing for one year thereafter, the Adviser hereby agrees to waive its management fee, waive its blockchain administration fee and/or reimburse Fund expenses to the extent necessary to ensure that the total net annual operating expenses, exclusive of “Excluded Expenses,” as that term is defined under Section 2 below, does not exceed 0.75% of average daily net assets (the “Expense Cap”).

2.       For purposes of this Agreement, the term “Excluded Expenses” shall mean: taxes; interest expenses; dividends on securities sold short; brokerage commissions; acquired fund fees and expenses; expenses incurred in connection with any merger or reorganization; and extraordinary expenses. For the avoidance of doubt any servicing fees or similar expenses paid to a servicing agent in connection with loans or other investments made by the Fund shall be subject to the Expense Cap.

3.       The Adviser may seek recoupment of an amount equal to the portion of the Adviser’s management fee and blockchain administration fee waived and the amount of Fund expenses reimbursed to the extent that such waiver or reimbursement is required under the terms of this Agreement, provided that: (i) any such recoupment occurs within three (3) years after the date on which the Adviser waived its fee or reimbursed expenses, as applicable; and (ii) any such recoupment by the Adviser does not cause the Fund’s total net operating expenses to exceed the Expense Cap that was or is applicable at the time (a) the Adviser initially waived its fee or reimbursed expenses or (b) the Adviser recoups a portion of the previously waived fee or reimbursed Fund expense, whichever is less. Subject to the terms herein, the Adviser may elect to seek recoupment or forgo seeking recoupment at its discretion; however, upon proper request to the Fund, the Fund shall be obligated to pay the Adviser such recoupment to the extent permitted under this Agreement.

4.       The Adviser understands and intends that the Fund will rely on this Agreement: (a) in preparing and filing amendments to the registration statements for the Fund on Form N-2 with the Securities and Exchange Commission; (b) in accruing the Fund’s expenses for purposes of calculating its net asset value per share; (c) reflecting the Fund’s net operating expenses in the Fund’s financial statements and other documents.

5.       This Agreement may be amended or modified by mutual written consent of the Adviser and the Board.

6.       This Agreement may be terminated only by the Board on sixty (60) days written notice to the Adviser during the initial one-year term of the Agreement. Thereafter, this Agreement is terminable by either party upon sixty (60) days written notice to the other party.

7.       This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ARCA U.S. TREASURY FUND

/s/ Philip Liu

Name: Philip Liu

Title: Chairman and President

ARCA CAPITAL MANAGEMENT, LLC

/s/ Jerald David

Name: Jerald David

Title: President

EX-99.2K OTH CONTRCT

BLOCKCHAIN ADMINISTRATION AND DEVELOPMENT AGREEMENT

BETWEEN

ARCA U.S. TREASURY FUND

AND

ARCA CAPITAL MANAGEMENT, LLC

This Agreement ("Agreement") is made as of January 30, 2020 by and between ARCA U.S. TREASURY FUND, a Delaware statutory trust (the "Fund"), and ARCA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the "Blockchain Administrator").

WHEREAS, the Fund is a closed-end management investment fund that has registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act") and that intends to operate as an interval fund pursuant to Rule 23c-3 under the Investment Company Act;

WHEREAS, the Fund desires to retain the Blockchain Administrator to provide services related to the development of ERC-1404 compatible digital securities and administration of the smart contracts underlying the Fund’s digital securities in the manner and on the terms set forth herein;

WHEREAS, the Blockchain Administrator is willing to provide such services to the Fund on the terms and conditions set forth herein;

WHEREAS, the Blockchain Administrator will also serve as the Fund's investment adviser (the "Adviser") pursuant to an Investment Advisory Agreement entered into by and between the Fund and the Adviser (as amended from time to time, the "Advisory Agreement"); and

WHEREAS, the Fund bears all costs and expenses incurred in its operation, administration and transactions which are not specifically assumed by the Adviser pursuant to the Advisory Agreement or this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Fund and the Blockchain Administrator hereby agree as follows:

1.       Duties of the Blockchain Administrator

(a)       The Fund hereby employs the Blockchain Administrator to act as the blockchain administrator of the Fund, and to furnish, or arrange for others to furnish, the services, personnel and facilities described below, subject to review by and the overall control of the Fund’s Board of Trustees (the "Board"), for the period and on the terms and conditions set forth in this Agreement.

(b)       The Blockchain Administrator hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below.

(c)       The Blockchain Administrator shall perform (or oversee, or arrange for, the performance of) development and administrative services necessary for the issuance of the Fund’s shares as ERC-1404 compatible digital securities (“Shares”) and the on-going maintenance and administration of the smart contracts underlying such Shares. Without limiting the generality of the foregoing, the Blockchain Administrator shall provide the Fund with facilities, equipment, technology, coding and such other services as the Blockchain Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement.

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       (d)       The Blockchain Administrator shall also, on behalf of the Fund, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons as the Blockchain Administrator shall deem to be necessary or desirable in connection with the issuance and transfer of the Fund’s ERC-1404 compatible digital security,.

(e)       The Blockchain Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall determine to be desirable; provided that nothing herein shall be construed to require the Blockchain Administrator to, and the Blockchain Administrator shall not, in its capacity as Blockchain Administrator pursuant to this Agreement, provide any advice or recommendation relating to the securities and other assets that the Fund should purchase, retain or sell or any other investment advisory services to the Fund.

(f)       The Blockchain Administrator shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.

(g)       The Blockchain Administrator is hereby authorized to enter into agreements with other service providers pursuant to which the Blockchain Administrator may obtain the services of the service providers in fulfilling its responsibilities hereunder. The Blockchain Administrator shall ensure that any such service provider shall operate in conformity with the requirements of the Investment Company Act and other applicable federal and state law and shall maintain books and records of the Fund (if any) in a manner substantially similar to Section 2 of this Agreement.

2.       Maintenance of Records

The Blockchain Administrator agrees to maintain and keep all books, accounts and other records of the Fund that relate to activities performed by the Blockchain Administrator hereunder and will maintain and keep such books, accounts and records in accordance with the Investment Company Act. In compliance with the requirements of Rule 31a-3 under the Investment Company Act, the Blockchain Administrator agrees that all records which it maintains for the Fund shall at all times remain the property of the Fund, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Blockchain Administrator further agrees that all records which it maintains for the Fund pursuant to Rule 31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2 under the Investment Company Act unless any such records are earlier surrendered as provided above. Records shall be surrendered in usable machine-readable form. The Blockchain Administrator shall have the right to retain copies of such records subject to observance of its confidentiality obligations under this Agreement.

3.       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, including nonpublic personal information (regulated pursuant to Regulation S-P), shall be used by any other party hereto solely for the purpose of rendering 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 any regulatory authority, any authority or legal counsel of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.

4.       Compensation; Allocation of Costs and Expenses

(a)       In full consideration of the provision of the services of the Blockchain Administrator set forth herein, the Fund shall pay the Blockchain Administrator a fees calculated at the annual rate of 0.20% of the value of the Fund’s average annual net assets. Such fee shall be accrued daily and paid monthly in arrears.

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       (b)       The Fund shall bear all fees, costs and expenses incurred in connection with its operation, administration and transactions that are not specifically assumed by the Blockchain Administrator (or the Adviser, if not the Blockchain Administrator, pursuant to the Advisory Agreement), including but not limited to: (i) compensation of the Fund’s Trustees who are not affiliated with the Fund’s Adviser or the Fund’s principal underwriter/distributor or any of their respective affiliates; (ii) taxes and governmental fees; (iii) interest charges; (iv) fees and expenses of the Fund’s independent accountants and legal counsel; (v) trade association membership dues; (vi) fees and expenses of any custodian (including maintenance of books and accounts and calculation of the net asset value of shares of the Fund), transfer agent, registrar and dividend disbursing agent of the Fund; (vii) expenses of issuing, redeeming, registering and qualifying for sale shares of beneficial interest in the Fund; (viii) expenses of preparing prospectuses and reports to shareholders, notices, proxy statements and reports to regulatory agencies; (ix) the cost of office supplies, including stationery; travel expenses of all officers, Trustees and employees; (x) insurance premiums; (xi) brokerage and other expenses of executing portfolio transactions; (xii) expenses of shareholders’ meetings; (xiii) organizational expenses; and (xiv) extraordinary expenses.

5.       Limitation of Liability of the Blockchain Administrator; Indemnification

The Blockchain Administrator (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Blockchain Administrator) shall not be liable to the Fund for any action taken or omitted to be taken by the Blockchain Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as blockchain administrator of the Fund, and the Fund shall indemnify, defend and protect the Blockchain Administrator (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Blockchain Administrator) (collectively, the "Indemnified Parties") and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Blockchain Administrator's duties or obligations under this Agreement or otherwise as administrator of the Fund. Notwithstanding the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith or gross negligence in the performance of the Blockchain Administrator's duties or by reason of the reckless disregard of the Blockchain Administrator's duties and obligations under this Agreement.

6.       Activities of the Blockchain Administrator

The services of the Blockchain Administrator to the Fund are not to be deemed to be exclusive, and the Blockchain Administrator and its affiliates are free to render services to others. It is understood that trustees, officers, employees and stockholders of the Fund are or may become interested in the Blockchain Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Blockchain Administrator and directors, officers, members, managers, employees, partners and stockholders of the Blockchain Administrator and its affiliates are or may become similarly interested in the Fund as stockholders or otherwise.

7.       Duration and Termination of this Agreement

(a)       This Agreement shall become effective as of the first date above written. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days' written notice, by the vote of a majority of the outstanding voting securities of the Fund or by the vote of the Fund's Trustees or by the Blockchain Administrator. The provisions of Section 5 of this Agreement shall remain in full force and effect, and the Blockchain Administrator shall remain entitled to the benefits thereof, notwithstanding any termination of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Blockchain Administrator shall be entitled to any amounts owed under Section 4 through the date of termination or expiration, and Section 5 shall continue in force and effect and apply to the Blockchain Administrator and its representatives as and to the extent applicable.

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       (b)       This Agreement shall continue in effect for two years from the date hereof, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (A) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Fund and (B) the vote of a majority of the Fund's directors who are not parties to this Agreement or "interested persons" (as such term is defined in Section 2(a)(19) of the Investment Fund Act) of any such party, in accordance with the requirements of the Investment Fund Act.

(c)       This Agreement will automatically terminate in the event of its "assignment" (as such term is defined for purposes of Section 15(a)(4) of the Investment Fund Act).

8.       Notices

Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

9.       Amendments

This Agreement may be amended pursuant to a written instrument by mutual consent of the parties.

10.       Entire Agreement; Governing Law

This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof. This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to conflict of laws principles, and in accordance with the applicable provisions of the Investment Fund Act. In such case, to the extent the applicable laws of the State of New York, or any of the provisions herein, conflict with the provisions of the Investment Fund Act, the latter shall control.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

ARCA U.S. TREASURY FUND
By:	/s/ Philip Liu
	Name: Philip Liu
	Title: Chairman and President
ARCA CAPITAL MANAGEMENT, LLC
By:	/s/ J. Rayne Steinberg
	Name: J. Rayne Steinberg
	Title: Chief Executive Officer

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EX-99.S4

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of Philip Liu and Richard Malinowski his true and lawful attorney-in-fact and agents, each with full power of substitution and resubstitution for his in his name, place and stead, to sign any and all Registration Statements applicable to the Arca U.S. Treasury Fund and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature                                           Title                                                Date

/s/ Vance Jeffrey Sanders                 Principal Financial Officer                March 2, 2021