KP Funds Sample Contracts

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WITNESSETH:
Master Custodian Agreement • April 30th, 2014 • KP Funds • Massachusetts
THE KP FUNDS
Agreement and Declaration of Trust • May 2nd, 2013 • KP Funds • Massachusetts
FORM OF
Initial Capital Agreement • October 15th, 2013 • KP Funds
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2020 • KP Funds • Massachusetts

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the "Board") of THE KP FUNDS (the "Trust") on behalf of the series set forth on Schedule A to this Agreement (the "Fund") and pursuant to the provisions of the Investment Advisory Agreement dated as of December 18, 2013 between the Adviser and the Fund (the "Management Agreement"), the Adviser has selected the Sub-Adviser to act as investment sub-adviser with respect to certain assets of the Fund and to provide certain related services, as more fully set forth below, and to perform such services under the terms and conditions hereinafter set forth;

WITNESSETH:
Master Custodian Agreement • October 15th, 2013 • KP Funds • Massachusetts
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • April 30th, 2020 • KP Funds • Pennsylvania

THIS AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this "Agreement") is made as of the 14th day of November, 2018 (the "Effective Date"), by and between The KP Funds, a Massachusetts business trust (the "Trust"), Callan LLC (the "Investment Manager") and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the "Administrator").

Amendment to THE DISTRIBUTION AGREEMENT (List oF Funds)
The Distribution Agreement • April 30th, 2020 • KP Funds • Pennsylvania

THIS AMENDMENT TO THE DISTRIBUTION AGREEMENT (this “Amendment”), made this 1st day of May, 2019 (the “Amendment Effective Date”), by and between The KP Funds, a Massachusetts business trust (the “Trust”), and SEI Investments Distribution Co., a Pennsylvania corporation (the “Distributor”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2019 • KP Funds

THIS AMENDMENT is entered into as of December 1, 2018 to amend the SUB-ADVISORY AGREEMENT (the “Agreement”) dated December 19, 2013 by and between Callan LLC, a California limited liability corporation (formerly Callan Associates Inc., a California corporation, until September 1, 2017) with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the “Adviser”), and Payden & Rygel a California corporation with its principal place of business at 333 South Grand Avenue, 32nd Floor, Los Angeles, CA 90071 (the “Sub-Adviser”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2019 • KP Funds

THIS AMENDMENT is entered into as of December 1, 2018 to amend the SUB-ADVISORY AGREEMENT (the “Agreement”) dated December 18, 2013 by and between Callan LLC, a California limited liability corporation (formerly Callan Associates Inc., a California corporation, until September 1, 2017) with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the “Adviser”), and Walthausen & Co., LLC a limited liability corporation with its principal place of business at 9 Executive Park Drive, Clifton Park, NY 12065 (the “Sub-Adviser”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2019 • KP Funds

THIS AMENDMENT is entered into as of December 1, 2018 to amend the SUB-ADVISORY AGREEMENT (the “Agreement”) dated December 18, 2013 by and between Callan LLC, a California limited liability corporation (formerly Callan Associates Inc., a California corporation, until September 1, 2017) with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the “Adviser”), and Loomis, Sayles & Company, L.P., a Delaware limited partnership with its principal place of business at One Financial Center, Boston, MA 02111-2621 (the “Sub-Adviser”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2018 • KP Funds

THIS AMENDMENT is entered into as of December 1, 2017 to amend the SUBADVISORY AGREEMENT (the "Agreement") dated February 25, 2015 by and between Callan LLC, a California limited liability corporation with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the "Adviser"), and Penn Capital Management Company, Inc., a Delaware corporation with its principal place of business at 1200 Intrepid Ave., Suite 400, Philadelphia, PA 19112 (the "Sub-Adviser").

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2018 • KP Funds

THIS AMENDMENT is entered into as of December 1, 2017 to amend the SUB-ADVISORY AGREEMENT (the "Agreement") dated December 18, 2013, and amended as of November 20, 2015, and as further amended as of March 1, 2017 and May 26, 2017, by and between Callan LLC, a California limited liability corporation with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the "Adviser"), and SSGA Funds Management, Inc. a Massachusetts corporation with its principal place of business at One Lincoln Street, Boston, MA 02111-2900 (the "Sub-Adviser”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 30th, 2020 • KP Funds

EXPENSE LIMITATION AGREEMENT (the "Agreement"), effective as of May 1, 2019 by and between Callan, LLC. (the "Adviser") and The KP Funds (the "Trust"), on behalf of each series of the Trust set forth in Schedule A attached hereto, as may be amended from time to time by mutual agreement of the parties (each, a "Fund," and collectively, the "Funds").

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2019 • KP Funds

THIS AMENDMENT is entered into as of December 1, 2018 to amend the SUB-ADVISORY AGREEMENT (the “Agreement”) dated December 18, 2013 by and between Callan LLC, a California limited liability corporation (formerly Callan Associates Inc., a California corporation, until September 1, 2017) with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the “Adviser”), and CastleArk Management LLC, a limited liability company with its principal place of business at 1 N. Wacker Drive, Suite 3950, Chicago, IL 60606 (the “Sub-Adviser”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2019 • KP Funds

THIS AMENDMENT is entered into as of December 1, 2018 to amend the SUB-ADVISORY AGREEMENT (the “Agreement”) dated August 31, 2015 by and between Callan LLC, a California limited liability corporation (formerly Callan Associates Inc., a California corporation, until September 1, 2017) with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the “Adviser”), and PanAgora Asset Management, Inc. a Delaware corporation with its principal place of business at One International Place, 24th floor, Boston, MA 02210 (the “Sub-Adviser”).

AMENDMENT TO THE DISTRIBUTION AGREEMENT - CYBERSECURITY
Distribution Agreement • April 30th, 2019 • KP Funds • Pennsylvania

THIS AMENDMENT TO THE DISTRIBUTION AGREEMENT - CYBERSECURITY (this “Amendment”), made this 14th day of November, 2018 (the “Amendment Effective Date”), by and between The KP Funds, a Massachusetts business trust (the “Trust'), and SEI Investments Distribution Co., a Pennsylvania corporation (the “Distributor”).

AMENDMENT 2 TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2018 • KP Funds

THIS AMENDMENT is entered into as of March 1, 2018 to amend the SUB-ADVISORY AGREEMENT (the “Agreement”) dated January 7, 2014 and as amended July 1, 2014 by and between Callan LLC, a California limited liability corporation (formerly Callan Associates Inc., a California corporation, until September 1, 2017) with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the “Adviser”), and Massachusetts Financial Services Company, d/b/a MFS Investment Management, a Delaware corporation with its principal place of business at 111 Huntington Avenue, Boston, MA 02199 (the “Sub-Adviser”).

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 30th, 2020 • KP Funds

This Amendment, dated as of July 8, 2019 with an Effective Date of May 23, 2019 (the “Amendment”), is entered into by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with the Master Custodian Agreement, shall hereinafter be referred to as (the “Fund”)), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2019 • KP Funds

THIS AMENDMENT is entered into as of December 1, 2018 to amend the SUB-ADVISORY AGREEMENT (the “Agreement”) dated January 2, 2014 by and between Callan LLC, a California limited liability corporation (formerly Callan Associates Inc., a California corporation, until September 1, 2017) with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the “Adviser”), and Columbus Circle Investors a Delaware General Partnership with its principal place of business at One Station Place, 8th Floor South, Stamford, CT 06902 (the “Sub-Adviser”).

AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2020 • KP Funds

THIS AMENDMENT is entered into as of June 1, 2019 to amend the SUB-ADVISORY AGREEMENT (the “Agreement”) dated September 8, 2015 by and between Callan LLC, formerly known as Callan Associates Inc., a California limited liability corporation with its principal place of business at 600 Montgomery Street, Suite 800, San Francisco, CA 94111-2710 (the “Adviser”), and AQR Capital Management, LLC a Delaware limited liability company with its principal place of business at Two Greenwich Plaza, Greenwich, CT 06830 (the “Sub-Adviser” or “AQR”).

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