SUB-ADVISORY AGREEMENT
Return Stacked® Balanced Allocation &
Systematic Macro Fund
SUB-ADVISORY AGREEMENT,
between Rational Advisors, Inc., an Ohio corporation (the “Adviser”), and Newfound Research LLC, a Delaware
limited liability company (the “Sub-Adviser”).
WHEREAS, the Adviser
acts as the investment adviser to series of the Mutual Fund and Variable Insurance Trust, a Delaware statutory trust (the “Trust”),
which is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”),
pursuant to a Management Agreement dated as of January 1, 2016 (the “Management Agreement”);
WHEREAS, the Adviser
acts as investment adviser to Return Stacked® Balanced Allocation & Systematic Macro Fund, a series of the Trust (the “Fund”);
WHEREAS, under the
Management Agreement, the Adviser has full legal authority to engage unaffiliated investment managers as sub-advisers to manage accounts
and or assets designated for the Adviser’s management by the Trust;
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, the Adviser
desires the Sub-Adviser to render investment advisory services to a portion of the Fund’s assets allocated by the Adviser to the
Sub-Adviser (the “Newfound Sleeve”), as described in the Fund’s prospectus and statement of additional information (the
“SAI”) of the Fund (collectively the “Registration Statement”), 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 Newfound Sleeve
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 Trust and shall, unless otherwise expressly provided herein or authorized by the Adviser or the Board of Trustees
of the Trust (the “Board”) from time to time, have no authority to act for or represent the Adviser or the Trust in any way
or otherwise be deemed an agent of the Adviser or the Trust. |
2.
Sub-Adviser's Duties.
| 2.1 | Subject to the general supervision of the Board and the Adviser, the Sub-Adviser shall, employing its
discretion, manage the investment operations of the Fund and the composition of the portfolio of securities and investments (including
cash) allocated to the Newfound Sleeve, as described in and in accordance with the Fund’s investment objective, strategies, policies
and restrictions stated in the Fund’s effective Registration Statement and subject to the following understandings: |
| (a) | The Sub-Adviser shall furnish a continuous investment program for the Newfound Sleeve, as described in
the effective Registration Statement. |
| (b) | The Sub-Adviser shall use its best judgment in the performance of its duties under this agreement; |
| (c) | The Sub-Adviser, in the performance of its duties and obligations under this agreement for the Fund, shall
act in conformity with the Trust's declaration of trust, its by-laws and the Fund’s 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 the 1940
Act and all other applicable federal and state laws and regulations; |
| (d) | The Sub-Adviser shall determine the securities to be purchased or sold by the Newfound Sleeve 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 7 Execution of Purchase and Sale Orders below; |
| (e) | The Sub-Adviser shall maintain books and records with respect to the securities transactions of the Newfound
Sleeve and shall render to the Adviser and the Board such periodic and special reports as the Adviser or the Board may reasonably request; |
| (f) | The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information
about the securities transactions executed with respect to the Newfound Sleeve, and with such other information relating to the Trust
as may be required under the terms of the then-current custody agreement between the Trust and the custodian; |
| (g) | The Sub-Adviser shall respond promptly to any request from the Adviser or the Fund’s fund accountant
for assistance in obtaining price sources for securities held by the Newfound Sleeve or determining a price when a price source is not
available, and promptly review the prices used by the Fund’s accountant to determine net asset value and advise the Fund’s
accountant promptly if any price appears to be incorrect; |
| (h) | 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 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;
| (i) | The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940
Act, the Advisers Act, and other applicable federal and state regulations. The Sub-Adviser shall provide to the Trust’s chief compliance
officer an annual written report regarding the Sub-Adviser’s compliance program. |
| (j) | 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. |
| (k) | 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.
Custodian.
| 3.1 | The assets of the Newfound Sleeve shall be held by an independent custodian, not the Adviser nor Sub-Adviser.
The Sub-Adviser is authorized to give instructions to the custodian with respect to all investment decisions regarding the Fund and the
custodian is authorized and directed to effect transactions for the Fund 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 Fund. |
4.
Risk Acknowledgment.
| 4.1 | The Adviser acknowledges that the Sub-Adviser does not guarantee the future performance of the Newfound
Sleeve or any specific level of performance, nor the success of the Sub-Adviser’s overall management of the Newfound Sleeve. 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 Fund’s effective Registration Statement. |
5.
Directions to the Sub-Adviser.
| 5.1 | The Adviser will be responsible for forwarding Adviser and/or Trust 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 for the account of the Newfound Sleeve,
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 Board 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 Newfound Sleeve 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 Fund 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 portfolio transactions with respect to the Newfound Sleeve 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 Newfound Sleeve and to accounts over which the Sub-Adviser exercises investment discretion. The Trust and the Sub-Adviser understand
and acknowledge that, although the information may be useful to the Fund 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 Board regarding the commissions
paid by the Newfound Sleeve for evaluation of whether the commissions paid over representative periods of time were reasonable in relation
to the benefits to the Fund. The Sub-Adviser may not give consideration to sales of shares of the Fund as a factor in the selection of
brokers and dealers to execute Fund portfolio transactions. |
| 6.4 | Subject to the provisions of the 1940 Act, and other applicable law, the Sub-Adviser, any of its affiliates
or any affiliates of its affiliates may retain compensation in connection with effecting the portfolio transactions of the Newfound Sleeve,
including transactions effected through others. If any occasion should arise in which the Sub-Adviser gives any advice to clients of the
Sub-Adviser concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such client and not in any way
on behalf of the Fund. The Sub-Adviser's services to the Fund, with respect to the Newfound Sleeve, |
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,
including other registered investment companies.
7.
Books and Records.
| 7.1 | The Sub-Adviser shall keep the Trust’s books and records required to be maintained by it pursuant
to Section 2.1(e) of this Agreement. The Sub-Adviser agrees that all records that it maintains for the Trust are the property of the Trust
and it will promptly surrender any of such records to the Trust upon the Trust’s request. The Sub-Adviser further agrees to preserve
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 trustees or officers of the Trust, 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 Newfound Sleeve (including taxes and brokerage commissions, if any). Notwithstanding the foregoing, the Sub-Adviser
is not obligated to pay the compensation or expenses of the Trust’s Chief Compliance Officer, regardless of whether the Chief Compliance
Officer is affiliated with the Sub-Adviser. |
9.
Compensation of the Sub-Adviser.
| 9.1 | For the services provided and the expenses borne pursuant to this Agreement, the Adviser will pay to the
Sub-Adviser as full compensation therefor a fee equal to thirty-three and thirty-three
hundredths of a percent (33.33%) of the net advisory fees paid by the Fund to the Adviser as described in the Fund’s effective
Registration Statement with respect to the value of the Fund’s shares held by shareholder accounts created with the Trust’s
transfer agent after December 31, 2024. Net Advisory Fees are defined as advisory fees collected from the Fund net of fee waivers or expense
reimbursements due to the expense caps and any extraordinary expenses related to the management and sponsorship of the Fund, including
but not limited to, litigation and legal expenses as recorded on the financial statements of the Adviser. 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 Trust or the Fund. |
10.
Liability.
| 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 Fund 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 Fund (“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, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust
or acting on any business of the Trust (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 Trust 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, unless sooner terminated
as hereinafter provided, shall continue in effect for a period of two (2) years. This Agreement shall continue in effect from year to
year thereafter, subject to termination as hereinafter provided, if such continuance is approved at least annually (a) by a majority of
the outstanding voting securities (as defined in the 1940 Act) of the Fund or by vote of the Board, cast in person at a meeting called
for the purpose of voting on such approval, and (b) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement
or “interested persons” (as defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting called for
the purpose of voting on such approval. The Sub-Adviser shall furnish to the Adviser and the Trust, promptly upon their request, such
information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof. |
| 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; (iii) by vote of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund; or (iv) in accordance with the terms of any exemptive order obtained by the Trust
or the Fund under Section 6(c) of the 1940 Act, exempting the Trust or the Fund from Section 15(a) and Rule 18f-2 under the 1940 Act.
The Sub-Adviser may terminate this Agreement at any time, without the payment of any penalty, on at least 90 days' prior written notice
to the Adviser and the Trust. 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 Fund’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 Fund 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 Fund. 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 Newfound Sleeve. 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 Fund. 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 Newfound Sleeve any security 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 Newfound Sleeve or if the Sub-Adviser
determines in the best interest of the Fund that such purchase or sale would be impractical. |
13.
Good Standing.
| 13.1 | The Adviser and Sub-Adviser hereby warrant and represent that they are each investment advisers in good
standing 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. In addition, the Adviser and Sub-Adviser further
warrant and represent that neither is (nor any of their respective Associated Persons are) subject to any statutory disqualification set
forth in Sections 203(e) and 203(f) of the Advisers Act (or any successor Advisers Act sections or rules), nor are they currently the
subject of any investigation or proceeding which could result in statutory disqualification. The 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.
Amendment.
| 14.1 | This Agreement may be amended by mutual consent of the Adviser and the Sub-Adviser, provided the Trust
approves the amendment (a) by vote of a majority of the Trustees of the Trust, including Trustees who are not parties to this Agreement
or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose
of voting on such amendment, and (b) if required under then current interpretations of the 1940 Act by the SEC, by vote of a majority
of the outstanding voting securities (as defined in the 1940 Act) of the Fund. |
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 Fund consistent with the requirements of applicable state
and federal privacy statutes pertaining to registered investment advisers. |
16.
Notice.
| 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.
Arbitration.
| 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.
Indemnification.
| 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, 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 Sub-Adviser. |
| 18.3 | The Adviser and Sub-Adviser’s obligations under this paragraph shall survive the termination of
this Agreement. |
19.
Governing Law.
| 19.1 | 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. |
| 19.2 | 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 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.
20.
Severability.
| 20.1 | 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. |
21.
Counterparts.
| 21.1 | 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. |
22.
Binding Effect.
| 22.1 | 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. |
23.
Captions.
| 23.1 | 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. |
24.
Change of Control.
| 24.1 | The Sub-Adviser shall notify the Adviser and the Trust 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 Trust to consider whether an “assignment”
of this Agreement, as defined in Section 2(a)(4) of the 1940 Act, would occur. |
25.
Other Business.
| 25.1 | 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 trustee, officer, partner or employee of the Trust 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. |
[The remainder of this page is blank. Signature
page follows.]
IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their officers designated below.
| Rational Advisors, Inc. |
Newfound Research LLC |
| By: _/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇______ |
By: _/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇____ |
| Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
| Title: Chief Executive Officer |
Title: Chief Executive Officer |
Dated: as of December 30, 2024