AMENDMENT NO. 1 DATED SEPTEMBER 24, 2021 TO MASTER TRUST AGREEMENT DATED DECEMBER 18, 2019

Exhibit A(1)(a)(i)

AMENDMENT NO. 1 DATED SEPTEMBER 24, 2021 TO

MASTER TRUST AGREEMENT DATED DECEMBER 18, 2019

WHEREAS, on December 18, 2019, Xxxxx and Company, LLC (as successor in interest to Xxxxx Prime Services, LLC), as the Depositor (the “Original Depositor”), Alaia Capital, LLC, as the Portfolio Consultant, Evaluator and Supervisor (the “Portfolio Consultant”), and The Bank of New York Mellon, as Trustee (the “Trustee”), executed a Master Trust Agreement (the “Master Trust Agreement”) pursuant to which a Delaware Statutory Trust titled “m+ funds Trust” (the “Trust”) was formed;

WHEREAS, the Original Depositor has executed a letter of resignation as depositor of the Trust, and delivered that letter to the Portfolio Consultant and the Trustee;

WHEREAS, the Portfolio Consultant has appointed Axio Financial LLC as the new depositor of the Trust (the “New Depositor”); and

WHEREAS, Section 5.05(a) of the Master Trust Agreement permits the amendment thereof without the consent of the Units of the Series to which an amendment applies if the depositor determines that such amendment will not alter or change the powers, preferences or special rights of any Units issued with respect to such Series so as to affect them adversely.

NOW THEREFORE, for good and sufficient consideration, the Original Depositor, the Portfolio Consultant, the Trustee and the New Depositor agree to the following:

1.       The Depositor for all existing and future Series of the Trust shall be the New Depositor, effective as of the date of this amendment no. 1 to the Master Trust Agreement (the “Amendment”). All references to the “Depositor” in the Master Trust Agreement shall be deemed to refer to the New Depositor.

2.       Both the Original Depositor and the New Depositor have determined that this Amendment will not alter or change the powers, preferences or special rights of any Units issued with respect to all existing Series of the Trust so as to affect them adversely.

3.       All other conditions of Section 5.05 of the Master Trust Agreement have been complied with.

4.       Sections 5.07(ii)-(iv), Notices, of the Master Trust Agreement are hereby deleted in their entirety and replaced with the following:

“(ii) If to the Depositor:

Axio Financial LLC
00 Xxxx 00^xx Xxxxxx, 0^xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxxxxxxx
Executive Vice President
xxxxxxxxxxx@xxxxxxxxxxxxx.xxx

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(iii) If to the Portfolio Consultant, Evaluator and Supervisor:

Alaia Capital, LLC
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxxxxxxx
Executive Vice President
xxxxxxxxxxx@xxxxxxxxxxxxx.xxx

(iv) If to the Trustee:

The Bank of New York Mellon
000 Xxxxxxxxx Xxxxxx, 00X Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Unit Investment Trust Division”

5.       Except as to the amendments to the Master Trust Agreement made by this Amendment, all other provisions of the Master Trust Agreement remain in full force and effect.

6.       Terms used but not defined herein have the meanings assigned to those terms in the Master Trust Agreement.

7.       This Amendment is governed by the Delaware Statutory Trust Statute.

8.       This Amendment may be executed in several counterparts each of which shall be regarded as the original and all of which shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written.

	XXXXX AND COMPANY, LLC
	as Original Depositor
	By:	Xxxxx Holdings, Inc.,
		its sole member
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	General Counsel
	AXIO FINANCIAL LLC
	as Depositor
	By:	/s/ Xxx Xxxxxxxxxx
	Name:	Xxx Xxxxxxxxxx
	Title:	Executive Vice President
	ALAIA CAPITAL, LLC
	as Portfolio Consultant, Evaluator and Supervisor
	By:	/s/ Xxx Xxxxxxxxxx
	Name:	Xxx Xxxxxxxxxx
	Title:	Executive Vice President
	THE BANK OF NEW YORK MELLON
	as Trustee
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title:	Managing Director

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