SUB-ADVISORY AGREEMENT
RDMF Fund Limited
SUB-ADVISORY
AGREEMENT, between Rational Advisors, Inc., an Ohio corporation (the “Adviser”),
and ReSolve Asset Management, Inc., a corporation formed under the laws of Canada
(the “Sub-Adviser”).
WHEREAS, the Adviser
acts as the investment adviser to Return Stacked® Balanced Allocation & Systematic Macro Fund (the “Fund”), a series
of Mutual Fund and Variable Insurance Trust (the “Trust”), which is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Adviser
acts as the investment adviser to RDMF Fund Limited, a Cayman Islands exempted company (the “Company”), which is a wholly
owned subsidiary of the Fund, pursuant to a Management Agreement between the Trust and the Adviser dated as of February 26, 2016 (the
“Management Agreement”);
WHEREAS, under the
the Management Agreement, Adviser has full legal authority to engage unaffiliated investment managers as sub-advisers to manage the assets
of the Company;
WHEREAS, the Sub-Adviser
is registered with the Securities and Exchange Commission the (“SEC”) as an investment advisor under the Investment Advisers
Act of 1940, as amended (the “Advisers Act”);
WHEREAS,
in separate agreements, the Adviser has retained the Sub-Adviser’s affiliate ReSolve Asset management SEZC (Cayman) (the “Futures
Trading Adviser”), to provide commodity trading advisory services for the Fund and Company, and has also retained the Futures Trading
Adviser to provide CTA services for the Fund;
WHEREAS, the Adviser
desires to retain the Sub-Adviser to render investment advisory services to the Company, and the Sub-Adviser is willing to render such
services; and
NOW, THEREFORE,
in consideration of the premises and mutual agreements hereinafter set forth, the parties hereto agree as follows:
| 1. | Appointment and Status of Sub-Adviser. |
1.1.
The Adviser hereby appoints the Sub-Adviser to provide investment advisory services to the Company
for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to render the services
herein set forth, for the compensation herein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor
of the Adviser and the Company and shall, unless otherwise expressly provided herein or authorized by the Adviser or the Board of Directors
of the Company (the “Board”) from time to time, have no authority to act for or represent the Adviser or the Company in any
way or otherwise be deemed an agent of the Adviser or the Company.
| 2.1 | Subject to the general oversight of the Board and the general supervision
of the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of the Company and the composition of
the portfolio of securities and investments (including cash) belonging to the Company, as described in and in accordance with the Fund’s
investment objective, strategies, policies and restrictions stated in the Fund’s effective prospectus and statement of additional
information or any similar offering documents of the Company (collectively, the “Registration Statement”) and subject to the
following understandings: |
| (a) | The Sub-Adviser shall furnish a continuous investment program for the Company, as described in the effective
Registration Statement; |
| (b) | The Sub-Adviser shall determine the portion of assets to be allocated to the Futures Trading Adviser for
investment in financial and commodity futures contracts, commodity options and other commodity interests; |
| (c) | The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; |
| (d) | The Sub-Adviser, in the performance of its duties and obligations under this agreement for the Company,
shall act in conformity with the Company’s Memorandum and Articles of Association and the effective Registration Statement and with
the reasonable instructions and directions of the Board and the Adviser, and will conform to and comply with the requirements of all applicable
laws and regulations; |
| (e) | The Sub-Adviser shall determine the securities and other assets to be purchased or sold by the Company
and will place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer
in such securities, subject to Section 6Execution of Purchase and Sale Orders below; |
| (f) | The Sub-Adviser shall maintain books and records with respect to the portfolio transactions of the Company
and shall render to the Adviser, the Board and the Trust’s Board of Trustees (the “Trust Board”) such periodic and special
reports as may be reasonably requested; |
| (g) | The Sub-Adviser shall provide the Company’s custodian and fund accountant on each business day with
information about the Company’s transactions, and with such other information relating to the Company as may be required under the
terms of the then-current custody agreement between the Company and its custodian; |
| (h) | The Sub-Adviser shall respond promptly to any request from the Adviser or the Company’s fund accountant
for assistance in obtaining price sources for securities held by the Company or determining a price when a price source is not available,
and promptly review the prices used by the Company’s accountant to determine net |
asset value and advise the Company’s
accountant promptly if any price appears to be incorrect;
| (i) | The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements
of Rule 17j-1 under the 1940 Act, and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within
45 days of the last calendar quarter of each year while this agreement is in effect, the Sub-Adviser shall provide to the Trust Board
a written report that describes any issues arising under the code of ethics since the last report to the board, including, but not limited
to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies
that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from
violating the code; |
| (j) | The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940
Act, the Investment Advisers Act of 1940, as amended and other applicable laws and regulations. |
| (k) | Upon the Adviser’s request, the Sub-Adviser shall provide such information and assistance as may
be required to enable the Adviser to fulfill its obligations under the Trust’s Liquidity Risk Management Program including, but
not limited to, review of all liquidity determinations, as well as the Trust’s Derivatives Risk Management Program. |
| (l) | The Sub-Adviser shall provide such information and assistance as may be required to enable the Adviser
to fulfill its obligations under all existing and future securities regulations including, but not limited to, Rule 18f-4 under the 1940
Act. |
| 3.1 | The assets of the Company shall be held by an independent custodian, not
the Adviser, Sub-Adviser or Futures Trading Adviser. The Sub-Adviser is authorized to give instructions to the custodian with respect
to all investment decisions regarding the Company and the custodian is authorized and directed to effect transactions for the Company
and otherwise take such actions as the Sub-Adviser shall reasonably direct in connection with the performance of the Sub-Adviser’s
obligations in respect of the Company. |
| 4.1 | The Adviser acknowledges that
the Sub-Adviser does not guarantee the future performance of the Company or any specific level of performance, nor the success of the
Sub-Adviser's overall management of the Company. Accordingly, the Adviser acknowledges and agrees that the Sub-Adviser shall not have
any legal or financial responsibility for performance or losses unless directly attributable to the gross negligence or willful misconduct
of the Sub-Adviser, including the Sub-Adviser’s failure to adhere to any investment policies and restrictions
as described in the effective Registration Statement. |
| 5. | Directions to the Sub-Adviser. |
| 5.1 | The Adviser will be responsible
for forwarding Adviser and/or Company directions, notices and instructions to the Sub-Adviser, in writing, which shall be effective upon
receipt by the Sub-Adviser. The Sub-Adviser shall be fully protected in relying upon any such direction, notice, or instruction until
it has been duly advised in writing of changes therein. |
| 6. | Execution of Purchase and Sale Orders. |
| 6.1 | In connection with purchases or sales of portfolio securities and other
assets for the account of the Company, the Sub-Adviser will arrange for the placing of all orders for the purchase and sale of portfolio
securities for the account with brokers or dealers selected by the Sub-Adviser, subject to review of this selection by the Adviser from
time to time. The Sub-Adviser will be responsible for the negotiation and the allocation of principal business and portfolio brokerage.
In the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser will at all times seek for the Company the
best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread),
the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services
provided by the broker or dealer. |
| 6.2 | The Sub-Adviser should generally seek favorable prices and commission rates
that are reasonable in relation to the benefits received. In seeking best qualitative execution, the Sub-Adviser is authorized to select
brokers or dealers who also provide brokerage and research services to the Company and/or the other accounts over which it exercises investment
discretion. |
| 6.3 | The Sub-Adviser is authorized
to pay a broker or dealer who provides such brokerage and research services a commission for executing a Company portfolio transaction
that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser
determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services
provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or the Sub-Adviser’s
overall responsibilities with respect to the Company and to accounts over which the Sub-Adviser exercises investment discretion. The Company
and the Sub-Adviser understand and acknowledge that, although the information may be useful to the Company and the Sub-Adviser, it is
not possible to place a dollar value on such information. The Sub-Adviser shall periodically review and provide reports to the Adviser
and the Trust Board regarding the commissions paid by the Fund and the Company for an evaluation fo whether the commissions paid over
representative periods of time were reasonable in relation to the benefits to the Fund and the Company. |
| 6.4 | The Sub-Adviser’s services
to the Company pursuant to this Agreement are not to be deemed to be exclusive and it is understood that the Sub-Adviser may render investment
advice, management and other services to others. |
| 7.1 | The Sub-Adviser shall keep the Company’s books and records required
to be maintained by it pursuant to Section 2.1(f) of this Agreement. The Sub-Adviser agrees that all records that it maintains for the
Company are the property of the Company and it will promptly surrender any of such records to the Company upon the Company’s request.
The Sub-Adviser further agrees to preserve, if applicable on behalf of the Company and the Fund, for the periods prescribed by Rule 31a-2
under the 1940 Act, any such records as are required to be maintained by the Sub-Adviser with respect to the Trust by Rule 31a-1 under
the 1940 Act. |
| 8. | Expenses of the Sub-Adviser. |
| 8.1 | During the term of this Agreement, the Sub-Adviser will pay all expenses
(including without limitation the compensation of all directors or officers of the Company, if any, who are “interested persons”
of the Sub-Adviser, as defined in the 1940 Act) incurred by it in connection with its activities under this Agreement other than the cost
of securities and investments purchased for the Company (including taxes and brokerage commissions, if any). |
| 9. | Compensation of the Sub-Adviser. |
| 9.1 | The Adviser will not pay the Sub-Adviser for services provided pursuant
to this Agreement. In the future, the Adviser may agree to pay the Sub-Adviser a fee equal to a percentage of the net advisory fees paid
by the Fund to the Adviser. Net advisory fees are defined as management fees less fee waivers due to the expense caps. This fee for each
month will be paid to the Sub-Adviser during the succeeding month. The Adviser is solely responsible for the payment of the Sub-Adviser's
fees, and the Sub-Adviser agrees not to seek payment of its fees from the Company. |
| 10.1 | Neither the Sub-Adviser nor its shareholders, members, officers,
directors, employees, agents, control persons or affiliates of any thereof (together, the “Sub-Adviser Affiliates”)
shall be liable for any error of judgment or mistake of law or for any loss suffered by the Company in connection with the matters
to which this Agreement relates except that the Sub-Adviser shall be liable for a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the
amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on
its part or on the part of any of the Sub-Adviser Affiliates in the performance of their duties or from reckless disregard of their
obligations and duties under this Agreement, including the Sub-Adviser’s failure to adhere to any investment policies and
restrictions as described in the Registration Statement and the
Sub-Adviser’s error in the placement, execution or settlement of a trade for the Company (“Trade Error”). The parties
mutually agree and acknowledge that the determination of what constitutes a Trade Error for purposes of this Sub-Advisory Agreement shall
be made by the Trust.
|
| 10.2 | Any person, even though also
a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, employee or
agent of the Company, shall be deemed, when rendering services to the Company or acting on any business of the Company (other than services
or business in connection with the Sub-Adviser's duties hereunder), to be rendering such services to or acting solely for the Company
and not as a director, officer, employee, shareholder, member or agent of the Sub-Adviser, or one under the Sub-Adviser's control or direction,
even though paid by the Sub-Adviser. |
| 11. | Duration and Termination. |
| 11.1 | The term of this Agreement shall begin on the date of this Sub-Advisory
Agreement, and shall continue in effect until the earlier of its termination or the termination of the Management Agreement. |
| 11.2 | This Agreement may be terminated at any time on 60 day’s prior written
notice to the Sub-Adviser, without the payment of any penalty: (i) by vote of the Board; (ii) by the Adviser; or (iii) by vote of
the Trust Board. The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 60 days’
prior written notice to the Adviser and the Company. Termination of this Agreement and/or the services of the Sub-Adviser will not affect:
(i) the validity of any action previously taken by the Sub-Adviser under this Agreement; (ii) liabilities or obligations of the parties
for transactions initiated before termination of this Agreement; or (iii) the Company’s obligation to pay advisory fees to
Adviser. If this Agreement is terminated by the Adviser or Sub-Adviser, the Sub-Adviser will have no further obligation to take any action
subsequent to termination with respect to the Company except as may be reasonably required pursuant to the notice of termination and in
furtherance of its role as a fiduciary in order to facilitate an orderly transition of the management of the Company. This Agreement will
automatically and immediately terminate in the event of its assignment (as defined in the 1940 Act). |
| 12. | Non-Exclusive Management. |
| 12.1 | The Sub-Adviser, its officers,
employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts
of other clients, as the Sub-Adviser does for the Company. The Adviser expressly acknowledges and understands that the Sub-Adviser shall
be free to render investment advice to others and that the Sub-Adviser does not make its investment management services available exclusively
to the Adviser or the Company. Nothing in this Agreement shall impose upon the Sub-Adviser any obligation to purchase or sell, or to recommend
for purchase or sale, for the Company any security or other asset that the Sub-Adviser, its principals, affiliates or employees, may purchase
or sell for their own accounts or for the account of any other client, if in the reasonable opinion
of the Sub-Adviser such investment would be unsuitable for the Company or if the Sub-Adviser determines in the best interest of the Company
that such purchase or sale would be impractical.
|
| 13.1 | The Adviser and Sub-Adviser
hereby warrant and represent that they are each investment advisers in good standing and that their respective regulatory filings are
current and accurately reflect their advisory operations, and that they are in compliance with applicable state and federal rules and
regulations pertaining to investment advisers. |
| 13.2 | The Sub-Adviser is registered
with the National Futures Association as a commodity trading advisor (“CTA”). |
| 13.3 | Adviser and Sub-Adviser acknowledge
that their respective obligations to advise the other with respect to these representations shall be continuing and ongoing, and should
any representation change for any reason, each warrants to advise the other immediately, together with providing the corresponding pertinent
facts and circumstances. |
| 14.1 | This Agreement may be amended by mutual consent of the Adviser and the Sub-Adviser,
provided the Board approves the amendment. |
| 15. | Privacy Notice/Confidentiality. |
| 15.1 | The Adviser and Sub-Adviser
acknowledge prior receipt of the other’s Privacy Notice and Policy. The Adviser and Sub-Adviser agree to safeguard all information
pertaining to the Company consistent with the requirements of applicable law. |
| 16.1 | Whenever any notice is required or permitted to be given under any provision
of this Agreement, such notice shall be in writing, shall be signed by or on behalf of the party giving the notice and shall be mailed
by first class or express mail, or sent by courier or facsimile with confirmation of transmission to the other party at the addresses
or facsimile numbers as a party may from time to time specify to the other party by such notice hereunder. Any such notice shall be deemed
duly given when delivered at such address. |
| 17.1 | Any controversy or claim arising
out of or related to this Agreement shall be settled by binding arbitration by one arbitrator in the State of New York, Suffolk County
in accordance with the rules then obtaining of the American Arbitration Association, and the arbitrators’ decision shall be binding
and final, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. |
| 18.1 | The Adviser agrees to defend,
indemnify and hold harmless the Sub-Adviser and its officers, directors, members, employees and/or agents from any and all claims, losses,
damages, liabilities, costs and/or expenses directly resulting from the violation of any of the terms of this Agreement by the Adviser.
|
| 18.2 | The Sub-Adviser agrees to defend,
indemnify and hold harmless the Adviser and each of the Adviser’s officers, dircetors, members, employees and/or agents from any
and all claims, losses, damages, liabilities, costs and/or expenses directly resulting from the violation of any of the terms of this
Agreement by the Sub-Adviser. |
| 18.3 | The Adviser and Sub-Adviser’s
obligations under this paragraph shall survive the termination of this Agreement. |
Governing
Law.
| 18.4 | This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflicts of laws principles thereof. |
| 18.5 | Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or
provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the SEC issued pursuant to said 1940 Act. In addition, where the effect of a requirement
of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, such provision shall
be deemed to incorporate the effect of such rule, regulation or order. |
| 19.1 | In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force. |
| 20.1 | This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. |
| 21.1 | Each of the undersigned expressly warrants and represents that he has the
full power and authority to sign this Agreement on behalf of the party indicated and that his signature will operate to bind the party
indicated to the foregoing terms. |
| 22.1 | The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereto or otherwise affect their construction or effect. |
| 23.1 | The Sub-Adviser shall notify the Adviser and the Company in writing at least
60 days in advance of any “change of control,” as defined in Section 2(a)(9) of the 1940 Act, as will enable the Company to
consider whether an “assignment” of this Agreement, as defined in Section 2(a)(4) of the 1940 Act, would occur. |
| 24.1 | Except as set forth above, nothing in this Agreement shall limit or restrict
the right of any of the Sub-Adviser’s directors, officers or employees who may also be a director, officer, partner or employee
of the Company to engage in any other business or to devote his or her time and attention in part to the management or other aspects of
any business, whether of a similar or a dissimilar nature, nor limit or restrict the Sub-Adviser’s right to engage in any other
business or to render services of any kind to any other corporation, firm, individual or association. |
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their officers designated below.
| Rational Advisors, Inc. |
ReSolve Asset Management, Inc. |
| |
|
| By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
| |
|
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
| |
|
| Title: Chief Executive Officer |
Title: President and Chief Compliance Officer |
| |
|
Dated: as of December 30, 2024