AMENDMENT TO SUB-ADVISORY AGREEMENT
THIS AMENDMENT is entered into as of March 1, 2017 to amend the
SUB-ADVISORY AGREEMENT (the "Agreement") dated December 18, 2013, and amended as
of November 20, 2015 by and between ▇▇▇▇▇▇ Associates Inc., a California
corporation with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Adviser"), and SSGA Funds Management,
Inc. a Massachusetts corporation with its principal place of business at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (the "Sub-Adviser").
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 the Agreement (the "Fund") and pursuant to the provisions
of the Investment Advisory Agreement dated as of December 18th, 2013 between the
Adviser and the Fund (the "Management Agreement"), the Adviser has selected the
Sub-Adviser to act as sub-investment adviser of the Fund and to provide certain
related services, as more fully set forth in the Agreement;
WHEREAS, the Adviser and the Sub-Adviser desire to amend the Fee Schedule
set forth in SCHEDULE A of the Agreement;
NOW, THEREFORE, in consideration of the renewal of the premises, promises
and mutual covenants contained herein and in the Agreement, the parties agree
that the Agreement is hereby amended as follows:
1. The SCHEDULE A attached to this Amendment hereby replaces the current
SCHEDULE A to the Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
on their behalf by their duly authorized officers as of the date first above
written.
▇▇▇▇▇▇ ASSOCIATES INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Director of Research
SSGA FUNDS MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
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SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
AS AMENDED EFFECTIVE MARCH 1, 2017 BETWEEN
▇▇▇▇▇▇ ASSOCIATES INC.
AND
SSGA FUNDS MANAGEMENT, INC.
Each Fund will 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 portion of the respective Fund (or "Assets" as defined
in this Agreement) as may be allocated by the Adviser to the Sub-Adviser from
time to time under the following fee schedule:
FUND RATE
KP Large Cap Equity Fund -- Passive Large Cap [REDACTED]
Equity (S&P 500 Index) Sub-Strategy
KP Small Cap Equity Fund -- Passive Small Cap [REDACTED]
Equity (▇▇▇▇▇▇▇ 2000 Index) Sub-Strategy
KP International Fund -- Passive International [REDACTED]
Equity (MSCI EAFE Index) Sub-Strategy
KP International Fund -- Passive International [REDACTED]
Small Cap Equity (MSCI EAFE Small Cap Index)
Sub-Strategy
KP Fixed Income Fund -- Fixed Income [REDACTED]
(Bloomberg Barclays U.S. Aggregate Index) Sub-
Strategy
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