NOVATION AGREEMENT (CUSTODIAN)

NOVATION AGREEMENT (CUSTODIAN)

THIS NOVATION AGREEMENT is made on 1st day of December, 2014 among:
	(1)  WORLD FUNDS, INC., an open-ended management investment company incorporated under the laws of Maryland, whose principal place of business is at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 (the “Client”),
	(2)  THE WORLD FUNDS TRUST, a statutory trust organized under the laws of Delaware, whose principal place of business is at 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000 (the “Successor Client”), and
	(3)  XXXXX BROTHERS XXXXXXXX & CO., a limited partnership organized under the laws of the State of New York, with a place of business at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000, XXX (the “Custodian”).
WHEREAS:
	A.		The Client and the Custodian are parties to a Custodian Agreement dated as of July 25, 2005, as may have been amended or supplemented to date (together with all related agreements collectively known as the “Agreement”).
	B.		The Client, the Successor Client and the Custodian wish to novate the Agreement as of December 1, 2014 (the “Effective Date”) to permit (i) the Client to assign all of its rights, duties, obligations and liabilities under the Agreement with respect to its assets, and (ii) the Successor Client to accept and assume all such rights, duties and obligations and liabilities under the Agreement.
	C.		The Client wishes to be released and discharged from the Agreement and the Custodian has agreed so to release and discharge the Client in return for the Successor Client undertaking to perform the Agreement and to be bound by the terms of the Agreement as if the Successor Client had been an original party thereto.
NOW IT IS AGREED as follows:
	1.		From the Effective Date, the Client assigns all of its rights, duties, obligations and liabilities under the Agreement, to the Successor Client, and the Successor Client accepts, assumes and agrees to perform all of the Client’s rights, duties, obligations and liabilities under the Agreement and to be bound by the terms of the Agreement in every way as if the Successor Client was an original party to the Agreement in lieu of the Client.
	2.		From the Effective Date, the Custodian consents to such assignment and releases and discharges the Client from further performance of the Agreement. The Client agrees to be bound by the terms of the Agreement in every way as if the Successor Client was named in the Agreement as an original party in place of the Client. For avoidance of doubt, the Successor Client shall be responsible for any obligations or liabilities under the Agreement which are outstanding, unperformed and/or unpaid by the Client prior to the Effective Date.
	3.		All terms and provisions of the Agreement are hereby ratified and affirmed as of the date hereof and are hereby extended to give effect to the terms herein.
	4.		By signing below where indicated, the Successor Client hereby ratifies and affirms all of the terms and conditions of the Agreement, and ratifies and affirms that the

			representations and warranties formerly undertaken by the Client are true and correct with respect to the Successor Client as of the Effective Date under such Agreement.
	5.		From the Effective Date, the Successor Client and the Custodian hereby agree to replace Appendix A to the Agreement with the Appendix A attached hereto, and that any reference to “Series” in the Agreement shall be construed to refer to each of the series set forth in Appendix A attached hereto. Further, the Successor Client and the Custodian hereby agree that the reference to Appendix C in the first sentence of the Agreement was erroneous, and that the reference should be to Appendix A.
	6.		Terms not otherwise defined herein shall have the definitions set forth in the Agreement.
	7.		This Novation Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.

This Novation Agreement together with the Agreement shall constitute the entire agreement of the parties hereto, and shall be governed by, construed and take effect in accordance with the laws of the United States of America and the State of New York.

IN WITNESS whereof the parties have entered into this Novation Agreement on the day and year first written above.

For and on behalf of
THE WORLD FUNDS, INC.,
as the Client

By: ____/s/ Xxxx Xxxxx, III_____________________________
Name: Xxxx Xxxxx, III
Title: Chairman and Director

For and on behalf of
THE WORLD FUNDS TRUST,
as the Successor Client

By: ___/s/ Xxxx Xxxxx, III________________________________
Name: Xxxx Xxxxx, III
Title: Chairman and Trustee

For and on behalf of
XXXXX BROTHERS XXXXXXXX & CO.,
as the Custodian

By: _____/s/ Xxxxxxxxx X. Prickett__________________________
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Managing Director

APPENDIX A
TO
CUSTODIAN AGREEMENT
BETWEEN
XXXXX BROTHERS XXXXXXXX & CO.
AND
THE WORLD FUNDS TRUST

Dated as of December 1, 2014

The following is a list of funds for which the Custodian shall serve under the Custodian Agreement dated as of July 25, 2005 between Xxxxx Brothers Xxxxxxxx & Co. and The World Funds, Inc. as novated on December 1, 2014:

European Equity Fund

Toreador International Fund

IN WITNESS WHEREOF, each of the parties hereto has caused this Appendix to be executed in its name on its behalf.

THE WORLD FUNDS TRUST		XXXXX BROTHERS XXXXXXXX & CO.
By:       /s/ Xxxx Xxxxx, III		By: /s/ Xxxxxxxxx X. Xxxxxxxx
Name: Xxxx Xxxxx, III		Name: Xxxxxxxxx X. Xxxxxxxx
Title:    Chairman and Trustee		Title: Managing Director