Mr. Michael Willis President Index Funds

DRAFT

______________, 2016

Mr. Xxxxxxx Xxxxxx

President

Index Funds

0000 Xxxxx Xxxxxxx Xxxxxxxxx

Colorado Springs, Colorado 80920

Re: Index Funds (the “Trust”) – S&P 500 Equal Weight (the “Fund”)

Dear Xx. Xxxxxx:

This letter confirms the agreement between Index Asset Management, Inc. (the “Adviser”) and the Trust to contractually limit the total amount of the “Management Fees” and “Other Expenses” that the Adviser is entitled to receive from the Fund.

The Adviser agrees to limit the Total Annual Fund Operating Expenses (as defined in Item 3 of Form N-1A) of the Fund (excluding Acquired Fund Fees and Expenses, brokerage expenses, interest expenses, taxes and extraordinary expenses) to 0.30% of the Fund’s average daily net assets for No Load Class shares through July 31, 2018. The Adviser will reduce the fee payable with respect to the Fund to the extent of such excess and/or shall reimburse the Fund (or class as applicable) by the amount of such excess. If applicable, the waiver or reimbursement shall be allocated to each class of the Fund in the same manner as the underlying expenses or fees were allocated. The Adviser further agrees that such fee waivers and reimbursements for the Fund are effective as of the date hereof and shall continue at least through July 31, 2018.

The Adviser will be permitted to recover, on a class-by-class basis, expenses it has borne through this letter agreement to the extent that the Fund’s expenses in later periods fall below the annual rates set forth in this agreement or in previous letter agreements. Notwithstanding the foregoing, the Fund will not be obligated to pay any such deferred fees and expenses more than three years after the end of the fiscal year in which the fee and expenses were deferred.

(signature page follows)

INDEX ASSET MANAGEMENT, INC.
By:
Name:	X. Xxxx Xxxxxxx
Title:	Secretary
Your signature below acknowledges acceptance of this letter agreement:
INDEX FUNDS
By:
Name:	Xxxxxxx Xxxxxx
Title:	President

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