0001398344-23-005133 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 28th, 2023 • Catholic Responsible Investments Funds • Delaware

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the “Board”) of the Catholic Responsible Investments Funds (the “Trust”), a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of the series set forth on Schedule A to this Agreement (each, a “Fund,” and, collectively, the “Funds”), and pursuant to the provisions of the Investment Advisory Agreement, dated as of November 17, 2021, by and between the Adviser and the Trust (the “Management Agreement”), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of each Fund and to provide certain related services, as more fully set forth below, and to perform these services under the terms and conditions hereinafter set forth; and

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AMENDED SCHEDULE A to the SUB-ADVISORY AGREEMENT dated November 17, 2021, as amended August 31, 2022, between CATHOLIC RESPONSIBLE INVESTMENTS FUNDS and Dodge & Cox
Sub-Advisory Agreement • February 28th, 2023 • Catholic Responsible Investments Funds

The Adviser shall pay to the Sub-Adviser as compensation for the Sub-Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund as may be allocated by the Adviser to the Sub-Adviser from time to time in accordance with the following fee schedule:

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 28th, 2023 • Catholic Responsible Investments Funds • Delaware

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the "Board") of the Catholic Responsible Investments Funds (the "Trust"), a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of the series set forth on Schedule A to this Agreement (each, a "Fund," and, collectively, the "Funds"), and pursuant to the provisions of the Investment Advisory Agreement, dated as of November 17, 2021, by and between the Adviser and the Trust (the "Management Agreement"), the Adviser has selected the Sub-Adviser to act as sub-investment adviser of each Fund and to provide certain related services, as more fully set forth below, and to perform these services under the terms and conditions hereinafter set forth; and

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