FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT FOR AGFiQ FUNDS (formerly, QuantShares Funds)

EX.99.d.ii

FIRST AMENDMENT TO

INVESTMENT ADVISORY AGREEMENT

FOR

AGFiQ FUNDS

(formerly, QuantShares Funds)

AMENDED INVESTMENT ADVISORY AGREEMENT, dated as of November 14, 2017, between FQF Trust, a Delaware statutory trust ("Trust"), and FFCM LLC a Delaware limited liability company ("Adviser").

WHEREAS, the Trust is registered as an investment company under the Investment Company Act of 1940, as amended ("Investment Company Act");

WHEREAS, Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act");

WHEREAS, the Trust is and will continue to be a series fund having one or more investment portfolios, each with its own investment objectives, investment policies and restrictions;

WHEREAS, the Investment Company Act prohibits any person from acting as an investment adviser to a registered investment company except pursuant to a written contract; and

WHEREAS, the Board of Trustees of the Trust (collectively, the "Trustees," and each member individually, a "Trustee") wishes to amend the Investment Advisory Agreement, dated February 19, 2016 (the “Agreement”);

NOW, THEREFORE, the Trust and Adviser hereby agree that the Agreement is amended by replacing all references to “QuantShares” with “AGFiQ.”

	FQF TRUST
	By:	/s/Xxxxxxx XxXxxxx
		Xxxxxxx XxXxxxx
		President

	FFCM, LLC
	By:	/s/Xxxxxxx Xxxxx
		Xxxxxxx Xxxxx
		Chief Executive Officer