Form 485BPOS Global X Funds

Information and analysis earlier than you hear about it on CNBC and others. Declare your 1-week free trial to StreetInsider Premium here.

Legislation Workplace

Stradley Ronon Stevens & Younger, LLP

2000 Okay Road, NW

Suite 700

Washington, DC 20006

(202) 822-9611

March 24, 2022

World X Funds

605 3rd Avenue, 43rd Flooring

New York, New York 10158

ATTN: Susan D. Energetic

Girls and Gents:

We now have acted as counsel to World X Funds, a Delaware statutory belief (the “Belief”), and registered below the Funding Firm Act of 1940, as amended (the “Funding Firm Act”), as an open-end, sequence administration funding firm.

This opinion is given in reference to the submitting by the Belief of Submit-Efficient Modification No. 670 (the “Submit-Efficient Modification”) to the Belief’s registration assertion on Type N-1A (File Nos. 333-151713 and 811-22209) (the “Registration Assertion”), below the Securities Act of 1933, as amended (the “Securities Act”). The Submit-Efficient Modification is to be filed with the U.S. Securities and Change Fee (the “Fee”) on or about March 24, 2022.

This opinion letter is being delivered at your request in accordance with the necessities of paragraph 29 of Schedule A of the Securities Act and Merchandise 28(i) of Type N-1A below the Securities Act and the Funding Firm Act.

For functions of this opinion letter, now we have assumed the accuracy and completeness of every doc submitted to us, the genuineness of all signatures on unique paperwork, the authenticity of all paperwork submitted to us as originals, the conformity to unique paperwork of all paperwork submitted to us as facsimile, digital, licensed, conformed, or photostatic copies thereof, and the due execution and supply of all paperwork the place due execution and supply are stipulations to the effectiveness thereof. We now have additional assumed the authorized capability of pure individuals, that individuals recognized to us as officers of the Belief are literally serving in such capability(ies), and that the representations of officers of the Belief are right as to issues of truth. We now have not independently verified any of those assumptions.

Moreover, now we have assumed the next for functions of this opinion:

The opinions expressed on this opinion letter are primarily based on the details in existence and the legal guidelines in impact on the date hereof and are restricted to the legal guidelines of the State of Delaware and the provisions of the Funding Firm Act which might be relevant to fairness securities issued by registered open-end funding corporations. We’re not opining on, and we assume no duty for, the applicability to or impact on any of the issues coated herein of every other legal guidelines.

Based mostly upon and topic to the foregoing, it’s our opinion that (1) the shares to be issued pursuant to the Submit-Efficient Modification, when issued and paid for by the purchasers upon the phrases described within the Submit-Efficient Modification and the Prospectus, can be validly issued, and (2) purchasers of the shares could have no obligation to make additional funds for his or her buy of the shares or contributions to the Belief or its collectors solely by cause of their possession of the shares.

This opinion is rendered solely in reference to the submitting of the Submit-Efficient Modification and supersedes any earlier opinions of this agency in reference to the issuance of the shares. We hereby consent to the submitting of this opinion with the Fee in reference to the Submit-Efficient Modification. In giving this consent, we don’t thereby admit that we’re consultants with respect to any a part of the Registration Assertion or Prospectus throughout the that means of the time period “knowledgeable” as utilized in Part 11 of the Securities Act or the foundations and rules promulgated thereunder by the Fee, nor will we admit that we’re throughout the class of individuals whose consent is required below Part 7 of the Securities Act or the foundations and rules of the Fee promulgated thereunder.

Very really yours,

/s/ Stradley Ronon Stevens & Younger, LLP

Fox Rothschild, LLP
2000 Market Road, twentieth Flooring
Philadelphia, PA 19103

OPINION ON LEGAL STATUS OF CANNABIS COMPANIES
HELD BY THE GLOBAL X CANNABIS ETF

March 9, 2022

INTRODUCTION

World X Administration Firm LLC (the “Advisor”), acts as funding advisor to the World X Hashish ETF (the “Fund”) and has retained Fox Rothschild, LLP for the needs of rendering this opinion, which shall serve to replace the opinion issued on August 27, 2019 and the updates dated March 11, 2020 and March 15, 2021, for the good thing about the Fund and its shareholders and, particularly, has requested us whether or not the Fund and its shareholders will violate legal guidelines of america and corresponding state legal guidelines with respect to the Fund’s funding in Hashish Corporations, as outlined beneath. Based mostly upon our evaluation, the relevant federal legal guidelines are the Managed Substances Act, 21 U.S.C. § 801, et seq. (the “CSA”), the Cash Laundering Management Act, 18 U.S.C. § 1956 (the “MCA”), and within the Drug Paraphernalia regulation contained within the CSA; 21 U.S.C. §863 (the “DPL”). As described extra totally beneath, our opinion is that the Fund and its shareholders is not going to violate any of those federal legal guidelines and, consequently, will equally not violate any state hashish legal guidelines with respect to the Fund’s investments in corporations that take part within the hashish trade. This opinion is being offered for inclusion with the Fund’s Registration Assertion filed on Type N-1A (the “Registration Assertion”). Based mostly upon the foregoing, and topic to the assumptions, {qualifications} and limitations set forth herein and as of the date of this opinion, neither the Fund nor its shareholders’ funding into the Fund violate the CSA, the MCA or the DPL.

Our opinion herein is expressed solely with respect to the CSA, MCA and DPL and relies on these legal guidelines as in impact on the date hereof and never the regulation of every other jurisdiction. Our opinion expressed beneath relies upon the CSA, MCA and DPL and depends upon the regulation now in impact, and in all respects is topic to and could also be restricted by future laws or case regulation. The opinion expressed herein represents our cheap skilled judgment as to the issues of regulation addressed herein, primarily based upon the details offered or assumed, and isn’t a assure {that a} courtroom or regulatory authority will attain any specific outcome.

In reference to this opinion, now we have examined and relied upon the originals, or copies licensed or in any other case recognized to our satisfaction, of such data, paperwork, certificates and different devices as in our judgment are essential or acceptable to allow us to render the opinion expressed beneath. As to sure factual issues, now we have relied upon statements of the officers of the Advisor and the Registration Assertion and haven’t sought to independently confirm such issues. For the needs of this opinion, the Advisor provided us with an inventory of corporations, together with these contemplated for funding by the Fund as of the date of this opinion (such listing, the “Contemplated Fund Holdings”). This opinion assumes that the Fund will solely put money into sure corporations in accordance with the Fund’s publicly disclosed funding pointers.

We now have examined sure publicly accessible data relating to the Contemplated Fund Holdings as of the date of this opinion. First, now we have examined the varied enterprise relationships/pursuits of the Contemplated Fund Holdings to find out if their companies violate the CSA, MCA or DPL by assessing if they’re engaged within the progress, cultivation and/or sale of hashish in america. On this regard, now we have solely reviewed publicly accessible filings accessible by america Securities and Change Fee (the “SEC”), SEDAR (which tracks corporations listed on Canadian exchanges), the London Inventory Change and the Australian Securities Change. Second, we examined whether or not any of the Contemplated Fund Holdings had been topic to any actions/proceedings for violating the CSA, MCA and DPL solely by reviewing data publicly accessible by Bloomberg Legislation Docket. The next opinion solely depends upon the evaluation of the data accessible within the public assets famous above on this paragraph. We now have not reviewed the Contemplated Fund Holdings with respect to their compliance with the legal guidelines of any nation besides as famous above on this paragraph.

This opinion letter is restricted to the issues said herein, and no opinion is implied or could also be inferred past the issues expressly said. This opinion letter is given as of the date hereof, and we expressly disclaim any obligation to replace or complement our opinion contained herein to replicate any details or circumstances which will hereafter come to our consideration or any modifications in legal guidelines which will hereafter happen.

We specific no opinion as to the regulation of every other jurisdiction that could be relevant to the subject material hereof. We’re not rendering any opinion as to compliance with any federal, state, or native regulation, rule or regulation referring to securities, or to the sale or issuance thereof.

FACTUAL BACKGROUND FOR OPINION

Description of the World X Hashish ETF’s principal funding technique

The Fund’s principal funding technique as presently said within the Registration Assertion or as in any other case represented to us by the Advisor is as follows:

•The World X Hashish ETF (“Fund”) seeks to supply funding outcomes that correspond typically to the value and yield efficiency, earlier than charges and bills, of the Hashish Index (“Underlying Index”). The Underlying Index is designed to supply publicity to exchange-listed corporations which might be energetic within the hashish trade (collectively, “Hashish Corporations”), as outlined by Solactive AG, the supplier of the Underlying Index (“Index Supplier”).

•With a purpose to be eligible for inclusion within the Underlying Index, an organization is taken into account by the Index Supplier to be a Hashish Firm if it derives not less than 50% of its income, working earnings, or property from the hashish trade. The hashish trade consists of the next areas: (i) the authorized manufacturing, progress and distribution of marijuana, in addition to extracts, spinoff merchandise or artificial variations thereof; (ii) the authorized manufacturing, progress and distribution of hemp, in addition to extracts, spinoff merchandise or artificial variations thereof; (iii) monetary companies (insurance coverage choices, property leasing, financing, capital markets exercise and investments) offered to corporations concerned within the manufacturing, progress and distribution of hashish; (iv) pharmaceutical functions of hashish; (v) cannabidiol (higher referred to as CBD) and hashish oil merchandise, edibles, topicals, drinks and different merchandise; and (vi) merchandise that could be used to devour hashish. “Hemp” refers to hashish vegetation with a delta-9 tetrahydrocannabinol (“THC”) focus of no more than 0.3 p.c on a dry

weight foundation, in addition to derivatives thereof, whereas “marijuana” refers to all different hashish vegetation and derivatives thereof. As well as, corporations that the Index Supplier expects to derive not less than 50% of future income, working earnings or property from the hashish trade primarily based on its evaluation of their major enterprise operations, capital investments and/or working bills, in addition to different public statements, are eligible for inclusion within the Underlying Index (“Pre-Income Corporations”). Pre-Income Corporations are topic to an combination weight cap of 10% at every quarterly rebalance. To be part of the eligible universe of the Underlying Index, a Hashish Firm should be listed on a regulated inventory trade that requires issuers to keep up compliance with all legal guidelines, guidelines and rules relevant to their enterprise. As such, the Underlying Index is designed to put money into Hashish Corporations that signify that they function cannabis-related enterprise actions, or provide merchandise and carry out companies for corporations that develop, produce, distribute, or promote hashish or merchandise derived from hashish, in a fashion that’s authorized below all legal guidelines, guidelines and rules relevant to the corporate’s enterprise. An organization should additionally meet sure minimal market capitalization and liquidity standards, as outlined by the Index Supplier.

•The Fund invests not less than 80% of its whole property within the securities of the Underlying Index. The Fund will even make investments, below regular circumstances, not less than 80% of its web property, plus borrowings for investments functions (if any), in Hashish Corporations, and in ADRs and GDRs primarily based on such securities; offered, nevertheless, that for the avoidance of doubt, Pre-Income Corporations shall not depend in the direction of satisfaction of such Hashish Corporations 80% funding coverage.

•The Fund is not going to put money into corporations that, within the opinion of the Adviser, fail to fulfill any the factors outlined beneath (collectively, the “Eligibility Standards”):

◦Every firm should have securities listed on an trade that requires compliance with all legal guidelines, guidelines and rules relevant to their enterprise, which incorporates U.S. federal legal guidelines if the corporate performs actions within the U.S. or is in any other case topic to U.S. jurisdiction. For the avoidance of doubt, as of the date of this opinion, the Canadian Securities Change has not been deemed by the Adviser to require compliance with all legal guidelines, guidelines and rules relevant to the enterprise of corporations solely listed on such trade and never dually listed on an trade that requires compliance with U.S. federal regulation.

◦Every firm could solely provide merchandise and/or carry out companies associated to the hashish trade in a fashion that’s authorized below relevant nationwide and native legal guidelines, together with U.S. federal, state, and native legal guidelines.  For the avoidance of doubt, corporations may provide merchandise and carry out companies within the U.S. to finish corporations (together with finish corporations that develop, produce, distribute, or promote hashish or merchandise derived from hashish in a fashion that’s authorized below state and native regulation however not below U.S. federal regulation) as long as the availability of such services by the corporate are authorized below relevant federal, state and native regulation.

•“Authorized below relevant nationwide and native legal guidelines” refers to being permitted below the relevant (i) managed substance or (ii) meals, drug, and cosmetics, or equal legal guidelines and rules below whose jurisdiction the corporate is topic that govern the cultivation, manufacturing or distribution, for medical or non-medical functions, of hashish in a specific nation. The Adviser opinions publicly accessible data associated to

Underlying Index constituents for violations of Eligibility Standards in reference to every quarterly and intra-quarter reconstitution of the Underlying Index. If, after buying an organization’s securities, the corporate, within the Adviser’s opinion, not meets the Eligibility Standards, or if the Index Supplier removes the corporate from the Underlying Index for failure to adjust to legal guidelines, guidelines and rules relevant to their enterprise, the Fund will promptly promote that place, probably at a time when it’s disadvantageous to take action. As of the date of this opinion, Hashish Corporations that develop or distribute marijuana contained in the U.S. fail to fulfill Eligibility Standards. As of the date of this opinion, Hashish Corporations could, nevertheless, embrace corporations which have a enterprise curiosity within the authorized hemp-based pharmaceutical and client wellness & product markets inside america with out failing to fulfill Eligibility Standards.

Detailed data on trade traded securities utilized by the Fund

The Fund will put money into corporations that listing their securities on exchanges that require compliance with all legal guidelines, guidelines and rules relevant to their enterprise, together with U.S. federal legal guidelines. The present exchanges recognized by the Fund that meet these necessities are the New York Inventory Change (“NYSE”), NYSE American (“NYSE American”), Nasdaq Inventory Market (“Nasdaq”), TSX Change (“TSX”), TSX Enterprise Change (“TSX Enterprise”), the London Inventory Change (“LSE”) and the Australian Securities Change (“ASX”). The Canadian Securities Change (“CSE”) doesn’t meet these necessities because it lists securities for corporations that develop, produce, distribute, or promote hashish or merchandise derived from hashish in a fashion that’s authorized below U.S. state regulation however not below U.S. federal regulation.

The NYSE, NYSE American, and NASDAQ are nationwide securities exchanges which might be registered with the SEC below Part 6 of the Securities Change Act of 1934 (the “Change Act”). Earlier than an organization’s securities can commerce on a U.S. trade, the corporate should register that class of securities with the SEC below Part 12(b) of the Change Act.

The TSX, TSX Enterprise and ASX require compliance with all U.S. federal legal guidelines. As well as, these exchanges have offered particular steerage associated to the hashish trade imposing compliance with U.S. federal legal guidelines. Individually, the LSE requires the businesses listed there be in compliance with the legal guidelines of the UK, in addition to U.S. federal regulation if dually listed on a U.S. trade.

Additional data on every of those exchanges are as follows:

NYSE AND NYSE AMERICAN

The NYSE is a worldwide market that lists about 80% of U.S. securities.1 The NYSE acquired the American Inventory Change in 2008 now referred to as NYSE-MKT. The NYSE Market is open to itemizing corporations concerned within the hashish trade who’re concerned in biotech (e.g., twenty second Century Group: XXII; AbbVie – ABBV); funding within the trade exterior of United States (e.g., Cover Development Corp.: CGC; Compass Diversified Holdings: CODI; ETFMG Different Harvest: MJ); the agricultural sector (e.g., Degree Manufacturers, Inc.: NYSE: LEVB; Scott’s Miracle Develop Co.: SMG); and the actual property sector (e.g., Revolutionary Industrial Properties, Inc.: IIPR). United States primarily based corporations that “contact the plant” (i.e., those who develop or distribute hashish) aren’t eligible to listing presently. Canadian, Australian and different non-U.S. corporations whose hashish associated actions are authorized of their residence jurisdiction are eligible to listing in the event that they meet the

1 See https://finance.zacks.com/companies-listed-new-york-stock-exchange-7015.html (final visited March 1, 2022).

trade’s itemizing necessities, comparable to variety of shareholders, earnings and inventory value. The NYSE governs itemizing necessities and continued itemizing necessities. Itemizing issuers should adjust to its agreements with the NYSE and SEC necessities in all materials respect.

Additional, NYSE Regulation (“NYSER”) is accountable for monitoring actions on the NYSE’s equities, choices, and bonds markets – i.e., the New York Inventory Change LLC (equities and bonds), NYSE Arca, Inc. (equities and choices), NYSE American LLC (equities and choices) and NYSE Nationwide, Inc. (equities) (collectively, the “NYSE Exchanges”) – and for addressing non-compliance with the NYSE Exchanges’ guidelines and federal securities legal guidelines. NYSER enforces each the NYSE Exchanges’ and their members’ compliance with NYSE Change guidelines and relevant federal securities necessities. It additionally screens and enforces listed corporations’ compliance with relevant itemizing requirements of the NYSE Exchanges. By performing these duties, NYSER helps the NYSE Exchanges’ efforts to advertise simply and equitable ideas of commerce, encourage free and open markets, and shield buyers and the general public curiosity. Many of those regulatory capabilities are carried out straight by NYSER; others are carried out by FINRA or different self-regulatory organizations pursuant to a regulatory companies settlement, nationwide market system plans, or different preparations.

NASDAQ

The Nasdaq Inventory Market requires the businesses itemizing on its trade to adjust to U.S. federal legal guidelines. The next paragraph beneath is from its web site below FAQ:

In figuring out whether or not to initially listing an organization or proceed an organization’s itemizing when it modifications its enterprise actions, Nasdaq doesn’t make subjective or worth judgements in regards to the enterprise the corporate operates. Nevertheless, Nasdaq can’t initially listing or proceed the itemizing of an organization whose present or deliberate actions are in violation of U.S. federal regulation or the regulation in a jurisdiction the place the corporate operates. In assessing the legality of an organization’s exercise, Nasdaq largely depends on the chance elements and different disclosures made within the firm’s filings with the Securities and Change Fee, though Nasdaq can also request further data from the corporate the place essential.2

TSX

The TSX is the eleventh largest trade on this planet by market capitalization. On October 16, 2017, the TSX issued Workers Discover 2017-0009 (the “Workers Discover”)3 relating to listed corporations engaged within the marijuana enterprise, whether or not straight or not directly, in america. The Workers Discover states the final necessities that the enterprise of candidates or listed issuers “can be carried out (i) with integrity and in the perfect pursuits of the issuer’s safety holders and the investing public, and (ii) in compliance with the foundations and rules of TSX and all regulatory our bodies having jurisdiction.” Because of the important variety of inquiries acquired relating to entities partaking in actions associated to the cultivation, distribution or possession of marijuana within the U.S. (“Topic Entities”), TSX issued the Workers Discover to supply readability relating to the appliance of the necessities to candidates and listed issuers within the marijuana sector. The Workers Discover notes that though plenty of U.S. states have legalized the cultivation, distribution or possession of marijuana topic to numerous circumstances, marijuana stays a Schedule I drug

2 Out there at https://listingcenter.nasdaq.com/Material_Search.aspx?cid=34&mcd=LQ (Identification No. 1474).

3 See Workers Discover 2017-0009 dated On October 16, 2017 accessible at http://tmx.complinet.com/en/show/display_viewall.html?rbid=2072&element_id=467&print=1.

below the CSA. Extra particularly, it’s unlawful below U.S. federal regulation to domesticate, distribute or possess marijuana, and that monetary transactions involving proceeds generated by, or supposed to advertise, marijuana-related enterprise actions within the U.S. could type the idea for prosecution below relevant U.S. federal money-laundering laws.

In accordance with the Workers Discover, corporations listed on the TSX with ongoing enterprise actions that violate U.S. federal regulation relating to marijuana don’t adjust to the necessities of the TSX. These enterprise actions could embrace, amongst different issues, (i) direct or oblique possession of, or funding in Topic Entities, (ii) business curiosity or preparations with Topic Entities which might be comparable in substance to possession of, or funding in Topic Entities, (iii) offering companies or merchandise which might be particularly designed for, or focused at, Topic Entities, or (iv) business pursuits or preparations with entities partaking within the enterprise actions described in (iii).

The Workers Discover states as a part of TSX’s customary continued itemizing evaluation of listed issuers, TSX selects issuers for in depth opinions primarily based on their steady disclosure data. As required by the TSX guide, every listed issuer is required to reveal materials data relating to its enterprise and affairs. As a part of its continued itemizing evaluation of listed issuers within the marijuana sector, TSX contacted listed issuers on the finish of 2017 for a extra complete evaluation of their marijuana-related actions (if any) within the U.S. If a listed firm engages in actions which might be opposite to TSX necessities, the TSX has the discretion to provoke delisting evaluation of that firm. In brief, if a TSX-listed firm grows or distributes marijuana within the U.S., invests in one other enterprise that grows or distributes marijuana within the U.S., or gives companies or merchandise for companies that develop or distribute marijuana within the U.S., the corporate faces the prospect of being delisted from the TSX.

TSX Enterprise

This trade largely accommodates small-cap Canadian shares. TSX Enterprise offered a Discover to Issuers bulletin dated October 16, 2017 (the “Bulletin”)4 that particularly addressed enterprise actions associated to marijuana in america. The Bulletin clarified its necessities to listing and to proceed itemizing on its trade. The Bulletin states the final necessities “that (i) the enterprise of candidates or listed issuers can be carried out with integrity and in the perfect pursuits of the issuer’s safety holders, and (ii) candidates or listed issuers will adjust to all legal guidelines, guidelines and rules relevant to their enterprise or enterprise.” These necessities apply to all candidates and listed issuers. Because of the “important variety of inquiries acquired relating to entities partaking in actions associated to the cultivation, distribution or possession of marijuana in america” (“Topic Entities”), TSX Enterprise issued the Bulletin to supply readability relating to the appliance of the necessities to candidates and listed issuers within the marijuana sector. The Bulletin notes that, though plenty of U.S. states have legalized the cultivation, distribution, or possession of marijuana to numerous levels and topic to numerous circumstances, marijuana stays a Schedule I drug below the CSA and hashish monetary transactions below the MCA.

In accordance with the Bulletin, corporations listed on TSX Enterprise with ongoing enterprise actions that violate United States federal regulation relating to marijuana don’t adjust to the necessities of TSX Enterprise. These enterprise actions could embrace, amongst different issues:

4 See Discover to Issuers bulletin dated October 16, 2017 accessible at https://www.tsx.com/listings/tsx-and-tsxv-issuer-resources/tsx-venture-exchange-issuer-resources/tsx-venture-exchange-corporate-finance-manual/tsxv-corporate-finance-bulletins.

(i) direct or oblique possession of, or funding in, Topic Entities; (ii) business pursuits or preparations with Topic Entities which might be comparable in substance to possession of, or funding in, Topic Entities; (iii) offering companies or merchandise which might be particularly designed for, or focused at, Topic Entities; or (iv) business pursuits or preparations with entities partaking within the enterprise actions described in (iii).

The Bulletin states that, as a part of TSX Enterprise’s customary continued itemizing evaluation of listed issuers, TSX Enterprise selects issuers for in depth opinions primarily based on their steady disclosure data. As required by the TSX Enterprise guide, every listed issuer is required to reveal materials data relating to its enterprise and affairs. As a part of its continued itemizing evaluation of listed issuers within the marijuana sector, TSX Enterprise contacted listed issuers on the finish of 2017 for a extra complete evaluation of their marijuana-related actions (if any) in america. If a listed firm engages in actions which might be opposite to TSX Enterprise’s necessities, TSX Enterprise has the discretion to provoke a delisting evaluation of that firm.

LSE

The LSE is the central inventory trade for the UK. The Monetary Conduct Authority (“FCA”) is the regulatory authority that oversees the LSE. In September 2020, the FCA issued steerage on the itemizing of cannabis-related companies. In doing so, the FCA said that it could not allow the itemizing of adult-use hashish corporations regardless if these companies are working in a jurisdiction the place such companies are permitted. Nevertheless, United Kingdom-based medicinal hashish corporations may be listed as long as they’re licensed by the correct authority, the place required. As to overseas-licensed medicinal hashish corporations and hashish oil corporations, these corporations could also be listed if the FCA is happy that the Proceeds of Crime Act 2002 (“PoCA”) (the UK equal to AML) doesn’t apply and the businesses in any other case fulfill the factors for itemizing. Earlier than they’re admitted, FCA will perform a evaluation of those corporations to evaluate whether or not they might want to fulfill the FCA as to the PoCA danger. The FCA went on to state:

For medicinal hashish and hashish oil corporations with abroad actions, the corporate might want to fulfill us that their actions could be authorized if carried out within the UK. We will even want to grasp the authorized foundation of the corporate’s abroad actions, for instance the character of the native licensing and the licences the corporate holds.5

ASX

The ASX is Australia’s major securities trade. In October 2017, ASX offered further clarification to its itemizing necessities particular to hashish corporations as follows:

ASX additionally notes that the authorized standing of medical hashish companies within the US presently is topic to uncertainty below US federal regulation. An applicant looking for to listing a US medical hashish enterprise might want to fulfill ASX that its enterprise may be lawfully carried on within the US (below each Federal and State regulation) earlier than ASX will admit it to the official listing. 6

5 See Listings of cannabis-related companies | FCA. (final visited March 3, 2022).

6Out there at https://www.asx.com.au/assets/newsletters/listed_at_asx/listed-at-asx- 20171030_0917.html.

LEGAL ANALYSIS

Past the bounds of investing in corporations listed on exchanges described above, we analyzed the potential legal publicity to the Fund and its shareholders solely below the CSA, MCA and DPL in reference to the Fund’s proposed funding within the Contemplated Fund Holdings.7 The authorized panorama within the hashish trade is quickly altering, and enforcement priorities for prosecutors, investigators, and regulators are tough (if not inconceivable) to foretell, could also be influenced by political issues (and thus a shifting goal), and will lack constant software, all of that are past the scope of this opinion.

That stated, primarily based on our evaluation of the case regulation and different authorities, we word the next:

•Federal prosecutors have appreciable discretion to pursue potential cannabis-related offenses below U.S. legal legal guidelines. Up to now, the issues filed by prosecutors have been centered on growers, producers, and distributors throughout the U.S. which have violated federal regulation and/or the state and native legal guidelines the place they’re situated.8

•We now have reviewed examples of U.S. trade listed corporations which have invested or are investing in Canadian Hashish Corporations and, up to now, now we have not discovered public data displaying corresponding motion by the U.S. Division of Justice (the “DOJ”).9 Certainly, in August 2018, Constellation Manufacturers, Inc., a New York-based Fortune 500 firm that’s publicly traded on the New York Inventory Change, invested CAD$5 billion (US$4 billion) into Cover Development Company, a Canadian producer and exporter of hashish. Cover is listed on the TSX and, as of Could 2018, it turned listed on the NYSE.

•We now have reviewed two open-end funding corporations registered below the Funding Firm Act of 1940, as amended (the “1940 Act”) with principal funding methods of investing in Hashish Corporations. First, the ETFMG Different Harvest ETF, which is publicly traded on NYSE Arca, Inc., has as its principal funding technique to put money into “exchange-listed frequent inventory (or corresponding American Depositary Receipts (“ADRs”) or World Depositary Receipts (“GDRs”)) of corporations throughout the globe, together with U.S. corporations, that (i) are engaged within the authorized cultivation of hashish, together with industrial hemp, or the authorized manufacturing, advertising or distribution of hashish, together with industrial hemp, merchandise for medical or non-medical functions (“Hashish Corporations”); (ii) have interaction within the lawful creation, advertising or distribution of prescribed drugs that make the most of cannabinoids as an energetic ingredient (“Pharmaceutical Corporations”); (iii) commerce tobacco or produce tobacco merchandise, comparable to cigarettes, cigars or digital cigarettes; (iv) produce cigarette and cigar elements, comparable to cigarette paper and filters; or (v) have interaction within the creation, manufacturing and distribution of fertilizers, plant meals,

7 For functions of this opinion, we don’t assess potential regulatory points with the SEC, the Monetary Business Regulatory Authority (“FINRA”), the Monetary Crimes Enforcement Community (“FinCen”), or overseas authorities.

8 See, e.g., Superseding Indictment, U.S. v. Hoang, Case No. 3:17-cr-70, 2017 WL 9855203 (S.D. Iowa); Press Launch, U.S. Dep’t of Justice, Washington, D.C. Submit Workplace Supervisor and Two Letter Carriers Discovered Responsible of Bribery and Conspiracy to Distribute Marijuana (Jul. 24, 2017), accessible at https://www.justice.gov/opa/pr/washington-dc-post-office-manager-and-two-letter-carriers-found-guilty-bribery-and-conspiracy.

9 This doesn’t imply that no motion could also be introduced sooner or later or that no confidential investigation is continuing in the established order, however quite it merely signifies that now we have not discovered proof of the identical by publicly accessible assets that we reviewed as famous above.

pesticides or rising gear for use within the cultivation of hashish or tobacco.”10 Second, the American Development Hashish Fund has as its principal funding technique to take a position “in exchange-traded fairness securities of corporations engaged in authorized hashish and hemp associated companies.”11

•As well as, now we have reviewed examples of different funding corporations registered below the 1940 Act with investments in Hashish Corporations. For instance, the Vanguard Developed Markets Index Fund held, on the very least, every of the next Hashish Corporations as of January 31, 2022: Aurora Hashish Inc., Cover Development Corp and Cronos Group Inc.12

•However the above, there might be a danger of legal publicity for aiding and abetting legal responsibility below the CSA and/or conspiracy to violate the CSA (together with the DPL contained throughout the CSA). The CSA typically proscribes the manufacture and/or manufacturing of managed substances, comparable to hashish. Legal responsibility right here could be decided primarily based on whether or not (i) the CSA applies to conduct occurring totally in a foreign country comparable to Canada and Australia, and (ii) whether or not funding within the Contemplated Fund Holdings would represent an underlying violation of regulation, notably the place the proposed funding standards proscribes funding in corporations that manufacture and/or produce hashish and the proposed investments ponder the acquisition of securities on secondary markets in, for instance, Canada and Australia. We now have not discovered case regulation or different steerage suggesting that an extension of enforcement of the CSA within the method outlined above as to any of the Contemplated Fund Holdings.

Our opinion focuses on the CSA, MCA and DPL and, primarily based on the present standing of state legal guidelines relating to marijuana as of the date of this opinion, it’s our view that the CSA, MCA and DPL are extra stringent. Subsequently, it’s our opinion that, if the Fund complies with the CSA, MCA and DPL, then along with not violating the CSA, MCA and DPL, the Fund is not going to be aiding and abetting the violation of or conspiring to violate these federal legal guidelines and can meet state regulation requirements as a result of the Fund is not going to be investing in corporations engaged within the cultivation, distribution or possession of marijuana within the U.S.

I.    FEDERAL LAW

A.    Executing Federal Legal guidelines

Congress offers federal companies important authority in executing federal legal guidelines, together with the Drug Enforcement Company (“DEA”), the regulation enforcement arm of the federal authorities primarily accountable for imposing the CSA.13 Additional, federal prosecutors have broad latitude in figuring out when, who, how and even whether or not to prosecute for alleged violations of federal

10 ETFMG Different Harvest ETF’s Abstract Prospectus dated January 31, 2022 accessible on the SEC’s EDGAR database at https://www.sec.gov/Archives/edgar/information/1467831/000089418922000851/etfmgmjsummaryprospectus.htm

11 American Hashish Development Fund’s Abstract Prospectus dated November 30, 2021 accessible on the SEC’s EDGAR database at https://www.sec.gov/Archives/edgar/information/5138/000000513821000019/summaryagcf.htm. Individually, Foothill Capital Administration launched the Hashish Development Fund whose major funding goal is to take a position primarily in trade listed fairness securities of corporations within the hashish trade. See https://www.sec.gov/Archives/edgar/information/1587982/000139834420011854/fp0053027_497k.htm.

12 An inventory of the Vanguard Developed Markets Index Fund’s portfolio holdings as of January 31, 2022, is out there at https://investor.vanguard.com/mutual-funds/profile/VTMGX.

13 See 21 U.S.C §§ 822(a) and 812(c).

legal regulation.14 Within the federal legal authorized system, “the choice whether or not or to not prosecute, and what cost to file or convey earlier than a grand jury, typically rests totally in [the prosecutor’s] discretion.”15 “This broad discretion … is especially ill-suited to judicial evaluation.”16 That discretion extends to, for instance, the choice to prosecute a matter, the choice of expenses, whether or not to enter right into a plea settlement, and participation in sentencing.17

With respect to enterprise organizations, such because the Fund, america Justice Guide gives the next pointers to prosecutors to advertise the reasoned train of discretion:18

•The character and seriousness of the offense, together with the chance of hurt to the general public, and relevant insurance policies and priorities, if any, governing the prosecution of enterprise organizations for specific classes of crime;

•The pervasiveness of wrongdoing throughout the enterprise group, together with the complicity in, or the condoning of, the wrongdoing by administration;

•The enterprise group’s historical past of comparable misconduct, together with prior legal, civil, and regulatory enforcement actions towards it;

•The enterprise group’s identification of people accountable for the misconduct and manufacturing of misconduct data;

•The existence, effectiveness, and enforcement of the enterprise group’s pre-existing compliance program;

•The enterprise group’s well timed and voluntary disclosure of wrongdoing;

•The enterprise group’s remedial actions, together with any efforts to implement an efficient company compliance program or to enhance an present one, to switch accountable administration, to self-discipline or terminate wrongdoers, to pay restitution, and to self-discipline wrongdoers;

•Collateral penalties, together with whether or not there may be disproportionate hurt to shareholders, pension holders, workers, and others not confirmed personally culpable, in addition to affect on the general public arising from the prosecution;

•The adequacy of treatments comparable to civil or regulatory enforcement actions; and

•The adequacy of the prosecution of people accountable for the enterprise group’s malfeasance.

B.    DOJ Place on Enforcement of Federal Marijuana Legal guidelines

14 Oyler v. Boles, 368 U.S. 448 (1962).

15 Bordenkircher v. Hayes, 434 U.S. 357, 364 (1978).

16 Wayte v. United States, 470 U.S. 598, 607 (1985).

17 See United States Justice Guide at § 9-27.110, accessible at https://www.justice.gov/jm/justice-manual.

18 United States Justice Guide at §§ 9-28.300, 9-28.400, 9-28.500, 9-28.600, 9-28.700, 9-28.800, 9-28.900, 9-28.1000, 9-28.1100, 9-28.1200, and 9-28.1300, accessible at https://www.justice.gov/jm/justice-manual.

Through the Obama administration, Deputy Legal professional Common David Ogden and Deputy Legal professional Common James Cole launched a number of memoranda that addressed federal enforcement priorities relating to the CSA. These memoranda had been supposed to adapt the federal authorities’s place on marijuana as states legalized the drug for medical functions.

Most notably, in 2013, Deputy Legal professional Common Cole launched a memorandum19 (the “Cole Memo”) that reiterated the DOJ’s dedication to imposing the CSA, however that directed regulation enforcement and prosecutors solely to concentrate on conduct that implicated the next:

•Stopping the distribution of marijuana to minors;

•Stopping income from the sale of marijuana from going to legal enterprises, gangs, and cartels;

•Stopping the diversion of marijuana from states the place it’s authorized below state regulation in some type to different states;

•Stopping state-authorized marijuana exercise from getting used as a canopy or pretext for the trafficking of different unlawful medication or different criminal activity;

•Stopping violence and the usage of firearms within the cultivation and distribution of marijuana;

•Stopping drugged driving and the exacerbation of different antagonistic public well being penalties related to marijuana use;

•Stopping the rising of marijuana on public lands and the attendant public security and environmental risks posed by marijuana manufacturing on public lands; and

•Stopping marijuana possession or use on federal property.

The Cole Memo additional conditioned this steerage on the existence of a state regulatory scheme that gives “strong controls and procedures [which are] efficient in observe,” through which case “enforcement of state legal guidelines by state and native regulation enforcement and regulatory our bodies ought to stay the first technique of addressing marijuana-related exercise.” Taken collectively, the Cole Memo and different associated memoranda offered that the federal authorities would give some leeway to states’ management over medical marijuana use and manufacturing for medical functions. Importantly, although, the Cole Memo didn’t have the pressure of regulation and couldn’t be used as a protection in a federal legal continuing, however quite it solely mirrored a coverage topic to alter at any time.

In January 2018, Legal professional Common Jeff Classes issued a brand new memorandum (the “Classes Memo”) repealing the coverage statements within the Cole Memo: “Given the Division’s well-established common ideas, earlier nationwide steerage particular to marijuana enforcement

19 Memorandum from James Cole, U.S. Deputy Legal professional Common, on Steering Concerning Marijuana Enforcement (Aug. 29, 2013) accessible at https://www.justice.gov/iso/opa/assets/3052013829132756857467.pdf.

is pointless and is rescinded, efficient instantly.”20 The Classes Memo strengthened the inherent prosecutorial discretion to pursue penalties for marijuana cultivation, distribution, and possession below the CSA and MCA for monetary transactions.21

At the moment, it’s unclear what place the DOJ below the Biden Administration will finally take towards the enforcement of federal hashish legal guidelines.22 Throughout his affirmation listening to on February 22, 2021, U.S. Legal professional Common, The Honorable Merrick Garland, testified that the restricted assets of the Division of Justice is not going to be expended to pursue these in compliance with state-regulated hashish packages, though he didn’t decide to reinstituting the Cole Memorandum and there’s no assure relating to the final word place of the Biden Administration DOJ.23 So far, nevertheless, that place has not publicly modified.

Furthermore, there are a number of U.S. exchange-listed corporations that both are investing in Canadian Hashish Corporations, or are Canadian Hashish Corporations themselves, comparable to Tilray Inc., a hashish analysis, cultivation, processing, and distribution agency traded on NASDAQ. Equally, now we have not recognized any public studies regarding any DOJ motion with respect to Constellation Manufacturers, Inc., a New York-based Fortune 500 firm that’s publicly traded on the New York Inventory Change. Constellation invested CAD$5 billion (US$4 billion) into Cover Development Company, a Canadian producer and exporter of hashish.24 Cover is listed on the TSX and, as of Could 2018, it turned listed on the NYSE.

Additional, the SEC seems to have scrutinized the registration statements and different disclosure paperwork made by Hashish Corporations. As an example, the SEC requested modifications to Tilray’s public disclosure paperwork, together with elevated disclosures relating to the corporate’s capital construction and dangers related to working within the hashish trade, comparable to compliance with U.S. legal guidelines and potential market volatility.25

Lastly, now we have discovered nothing within the publicly accessible assets famous above that means that any of the Contemplated Fund Holdings being thought-about for funding are engaged in any hashish touching enterprise within the U.S. Furthermore, now we have discovered no publicly reported civil, legal or regulatory proceedings towards any of the Contemplated Fund Holdings for a violation of the CSA, MCA and/or DPL. This opinion is barely primarily based upon and restricted to that

20 Memorandum from Jeffrey Classes, U.S. Legal professional Common, on Marijuana Enforcement, (Jan. 4, 2018) accessible at https://www.justice.gov/opa/press-release/file/1022196/obtain.

21 On November 7, 2018, Jeff Classes resigned from his publish as Legal professional Common. Whereas the Classes Memo remained in impact, throughout his affirmation course of, Legal professional Common Barr said in a written response to Congress as follows: “As mentioned at my listening to, I don’t intend to go after events who’ve complied with state regulation in reliance on the Cole Memorandum.” See https://www.vox.com/policy-and-politics/2019/1/28/18200982/marijuana-legalization-trump-jeff-sessions-william-barr. Separate and aside from these pronouncements, Congress has since 2014 withheld funding to the DOJ (pursuant to the Rohrabacher-Blumenauer Modification to federal spending payments) to, amongst different issues, prosecute state-compliant medical marijuana companies and people concerned in these companies.

22 See https://www.forbes.com/websites/irisdorbian/2021/01/27/new-bidenharris-administration-has-some-cannabis-professionals-feeling-hopeful-but-cautious/?sh=4271a4894663

23 See https://www.marijuanamoment.web/marijuana-enforcement-is-a-perfect-example-of-racial-discrimination-biden-ag-pick-garland-says/.

24 Constellation Manufacturers Funding in Cover Development: Increasing Our Strategic Partnership, (Aug. 2018), accessible at https://www.canopygrowth.com/wp-content/uploads/2018/08/2018.08.15-Investor-Deck.pdf.

25 See Letter from Sec. & Exch, Comm’n to Brendan Kennedy, President and CEO of Tilray, Inc. (Apr. 17, 2018), accessible at https://www.sec.gov/Archives/edgar/information/1731348/000000000018011638/filename1.pdf; see additionally Securities and Change Fee, Investor Alert: Marijuana Investments and Fraud (Sep. 9, 2018), accessible at https://www.investor.gov/additional-resources/news-alerts/alerts-bulletins/investor-alert-marijuana-investments-fraud (the SEC seems to be involved with guaranteeing that buyers are conscious of market volatility and considerations about probably fraudulent disclosures).

publicly accessible data accessible from the SEC, SEDAR, the ASX and Bloomberg Legislation Docket.

Based mostly on our evaluation of the Registration Assertion and Contemplated Fund Holdings, in our opinion the Fund is not going to violate the CSA, is not going to assist and abet a violation of the CSA, and, thus, is not going to have conspired to violate the CSA, or be topic to DOJ marijuana enforcement primarily based on its funding within the Contemplated Fund Holdings.

II.    THE CSA

Underneath Part 841(a) of the CSA,26 it’s illegal for an individual to knowingly or deliberately “manufacture, distribute, or dispense, or possess with intent to fabricate, distribute, or dispense, a managed substance . . . .”27 The statute defines “manufacture” because the manufacturing, preparation, propagation, compounding, or processing of a drug or different substance, both straight or not directly or by extraction, and consists of any packaging or repackaging of such substance, besides as complying with relevant state regulation.28 As well as, Part 846 of the CSA prohibits conspiring to commit substantive offenses below the Act, and gives that any particular person who makes an attempt or conspires to commit a violation of the CSA can be topic to the identical penalties because the underlying offense.29

Based mostly purely on the plain language of the Fund’s Registration Assertion and the proposed investments, together with our evaluation of their companies as derived from the publicly accessible assets famous above, none of those companies look like concerned within the progress, manufacture, processing or sale of hashish within the U.S. In accordance with the Registration Assertion, the Fund can be not making ready or in any other case looking for to distribute marijuana itself within the U.S. As an alternative, the Registration Assertion displays that the proposed funding exercise would solely embrace buying securities—on the secondary market on an trade that requires compliance with nationwide and native legal guidelines, together with U.S. federal regulation—of corporations which might be legally working and supporting the hashish trade in different international locations, comparable to Canada and Australia, not within the U.S.

Based mostly on the foregoing and as additionally famous in Part I above, it’s our opinion that the Fund is not going to have direct legal responsibility below Part 841(a) or Part 846 of the CSA, is not going to assist and abet a violation of Part 841(a) of the CSA or conspire to violate the CSA below Part 846 of the CSA as a result of it is not going to be investing in any enterprise that’s within the enterprise of rising, manufacturing, processing or promoting marijuana within the U.S.

III.    THE DPL

Pursuant to the Drug Paraphernalia regulation contained within the CSA, 21 U.S.C. § 863, it’s illegal to promote, import/export, or to move “drug paraphernalia.” The DPL defines “drug paraphernalia as “any gear, product, or materials of any type which is primarily supposed or designed to be used in manufacturing, compounding, changing, concealing, producing, processing, making ready, injecting, ingesting, inhaling, or in any other case introducing into the human physique a managed

26 On December 20, 2018, the President signed into regulation the Agriculture Enchancment Act of 2018 (also called the 2018 Farm Invoice), pursuant to which hemp (outlined because the Hashish Sativa L. plant with .3% or much less of THC per dry weight) and merchandise derived from hemp, comparable to CBD isolates and full spectrum CBD with a THC degree of .3% or much less, are not managed substances below the CSA.

27 21 U.S.C. § 841(a)(1).

28 21 U.S.C. § 802(15).

29 21 U.S.C. § 846.

substance…” 21 U.S.C. § 863(d). The vital inquiry in figuring out whether or not a product will meet the drug paraphernalia definition is for what the product is “primarily supposed.” America Supreme Courtroom has held that whether or not merchandise are “primarily supposed” to be drug paraphernalia should be analyzed as an goal customary and that the phrase “refers typically to an merchandise’s possible use.” Posters ‘N’ Issues, Ltd. v. United States, 511 U.S. 513, 521 (1994). A newer federal appellate courtroom choice clarified that objects which have quite a lot of authorized makes use of, which aren’t particularly designed and manufactured to make and devour managed substances, aren’t essentially thought-about drug paraphernalia below the DPL with out sturdy proof indicating in any other case. See United States v. Romans, 823 F.3d 299, 318 (fifth Cir. 2016) (in holding {that a} hydroponic system didn’t meet the definition of “drug paraphernalia” the courtroom reasoned that it was not “clearly and straight associated to the manufacturing, distribution, or consumption of medication.”). Because of this, entities that manufacture merchandise which have authorized makes use of apart from primarily for the consumption of managed substances mustn’t violate the DPL. Based mostly upon the data reviewed as of the date of this opinion, the Contemplated Fund Holdings aren’t promoting merchandise which might be primarily supposed for the usage of a managed substance.

Based mostly on the foregoing, it’s our opinion that the Fund is not going to violate Part 863 of the CSA, is not going to be chargeable for aiding and abetting a violation of Part 863 of the CSA or be chargeable for conspiring to violate Part 863 of the CSA as a result of the Fund is not going to put money into any firm whose enterprise is “primarily supposed or designed to be used in manufacturing, compounding, changing, concealing, producing, processing, making ready, injecting, ingesting, inhaling, or in any other case introducing into the human physique a managed substance.”

IV.    COMPLYING WITH FEDERAL MONEY LAUNDERING LAWS

Along with complying with the CSA, the Fund should additionally adjust to federal cash laundering legal guidelines. Part 1956 of the MCA gives in pertinent half:

[W]hoever, figuring out that the property concerned in a monetary transaction represents the proceeds of some type of illegal exercise, conducts or makes an attempt to conduct such a monetary transaction which in truth entails the proceeds of specified illegal activity- with the intent to advertise the carrying on of specified illegal exercise. . .30

The MCA additional gives:

Whoever transports, transmits, or transfers, or makes an attempt to move, transmit, or switch a financial instrument or funds from a spot in america to or by a spot exterior america or to a spot in america from or by a spot exterior the United States–with the intent to advertise the carrying on of specified illegal exercise. . .31

Many exchanges shouldn’t have itemizing necessities that embrace compliance with U.S. federal legal guidelines. The CSE started operations in 2003 to supply a contemporary and environment friendly various for corporations trying to entry the Canadian public capital markets. The CSE itemizing necessities are much less strict and plenty of U.S. marijuana corporations that adjust to their respective state legal guidelines

30 18 U.S.C. § 1956(a)(1)-(A)(i).

31 18 U.S.C. § 1956 (a)(2)-(A).

have used this platform to achieve public entry. By means of instance, MedMen Enterprises (“MedMen”) is publicly traded on the CSE and is a U.S.-based marijuana firm that owns and operates licensed hashish services (together with cultivation, manufacturing and retail) in California, Illinois, Nevada, New York, Arizona, and Florida. In accordance with the Registration Assertion, the Fund is not going to put money into corporations solely listed on the CSE (that aren’t dually listed on an trade that requires compliance with U.S. federal regulation) and won’t put money into an organization that engages within the cultivation, manufacturing or distribution of marijuana within the U.S. except and till such time because the cultivation, manufacturing or distribution of such marijuana or merchandise turn into authorized below U.S. federal regulation. Furthermore, as a result of the Fund solely invests in exchanges that require compliance with relevant U.S. federal legal guidelines, the Fund wouldn’t have cause to imagine that the acquisition and sale of securities of Contemplated Fund Holdings would signify the proceeds of illegal exercise.

Based mostly on the foregoing, in our opinion the Fund’s funding exercise is not going to represent an offense below Part 1961(1) (i.e., acquiring proceeds from an illegal actions) or represent aiding and abetting an offense below the MCA as a result of the Fund’s investments are in exchange-listed corporations that require compliance with U.S. federal legal guidelines along with the legal guidelines of their respective jurisdictions.

V.    NO CONSPIRACY TO VIOLATE THE MCA

Underneath the MCA, whoever “conspires to commit any offense outlined in [section 1956] or part 1957 shall be topic to the identical penalties as these prescribed for the offense the fee of which was the item of the conspiracy.” 18 U.S.C. § 1956(h). A conspiracy to violate the MCA requires that the actor’s goal should be to conduct a monetary transaction involving the proceeds of a specified illegal exercise. See United States v. Garcia, 587 F.3d 509, 515 (2nd Cir. 2009). There can’t be a conspiracy to violate the MCA if there may be not an underlying illegal exercise.

Based mostly on the foregoing, in our opinion the Fund’s funding exercise is not going to represent a conspiracy to violate the MCA as a result of the Fund’s investments are in exchange-listed corporations that require compliance with U.S. federal legal guidelines along with the legal guidelines of their respective jurisdictions.

We hereby consent to the submitting of this opinion as an exhibit to the Fund’s Registration Assertion on Type N-1A, together with any amendments and dietary supplements thereto. In giving such consent, we don’t hereby admit that we’re throughout the class of individuals whose consent is required below Part 7 of the Securities Act, or the foundations and rules of the SEC thereunder.

Very really yours,

Fox Rothschild, LLP /s

Fox Rothschild, LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference on this Registration Assertion on Type N-1A of World X Funds of our studies dated January 27, 2022, referring to the monetary statements and monetary highlights, which seem in World X MLP ETF, World X MLP & Vitality Infrastructure ETF, World X Different Earnings ETF, World X Well being & Wellness ETF, World X Getting older Inhabitants ETF, World X Millennial Client ETF, World X Aware Corporations ETF, World X FinTech ETF, World X Web of Issues ETF, World X Robotics & Synthetic Intelligence ETF, World X Founder-Run Corporations ETF, World X U.S. Infrastructure Growth ETF, World X U.S. Most popular ETF, World X Autonomous & Electrical Autos ETF, World X Synthetic Intelligence & Know-how ETF, World X S&P 500® High quality Dividend ETF, World X Adaptive U.S. Issue ETF, World X Genomics & Biotechnology ETF, World X Cloud Computing ETF, World X Hashish ETF, World X Video Video games & Esports ETF, World X Cybersecurity ETF, World X Thematic Development ETF, World X Rising Markets Bond ETF, World X Variable Price Most popular ETF, World X Schooling ETF, World X Telemedicine & Digital Well being ETF, World X China Biotech Innovation ETF, World X CleanTech ETF, World X Information Heart REITs & Digital Infrastructure ETF, World X Adaptive U.S. Threat Administration ETF, World X China Innovation ETF, World X Clear Water ETF, World X AgTech & Meals Innovation ETF, World X Blockchain ETF, World X Hydrogen ETF, World X Photo voltaic ETF, and World X Wind Vitality ETF Annual Studies on Type N-CSR for the 12 months ended November 30, 2021. We additionally consent to the references to us below the headings “Unbiased Registered Public Accounting Agency”, “Monetary Statements”, “Monetary Highlights” and “Different Service Suppliers” in such Registration Assertion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 24, 2022