0001398344-18-006358 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2018 • 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 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;

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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”).

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”).

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