Exhibit 28(a)(1)

CERTIFICATE OF TRUST OF
FOUNDER FUNDS TRUST

This Certificate of Trust is being duly executed and filed on behalf of the statutory trust formed hereby by the undersigned, the sole trustee of the Trust, to form a statutory trust pursuant to the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.).

The undersigned hereby certifies as follows:

ARTICLE I

The name of the statutory trust formed hereby is:

“FOUNDER FUNDS TRUST” (the “Trust”).

ARTICLE II

The name and business address of a trustee of the Trust is:

Michael C. Monaghan

5 W Mendenhall, Ste 202

Bozeman, MT 59715

ARTICLE III

The Trust is, or will become prior to or within 180 days following the first issuance of beneficial interests, a registered investment company under the Investment Company Act of 1940, as amended (15 U.S.C. §§ 80a-1 et seq.).

ARTICLE IV

The name and address of the registered agent for the Trust in the State of Delaware is:

Cogency Global, Inc.

850 New Burton Road, Suite 201

Dover, Delaware 19904

Kent County

ARTICLE V

The Declaration of Trust relating to the Trust provides for the issuance of one or more series of shares of beneficial interest in the Trust which series are divisible into any number of classes representing interests in the assets belonging to that series. Separate and distinct records shall be maintained by the Trust for each series and the assets associated solely with any such series shall be held and accounted for separately in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) from the assets of the Trust generally or of any other series. As provided in the Declaration of Trust, (i) the debts, liabilities, obligations, expenses, costs, charges and reserves incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the Trust generally or assets belonging to any other series, and (ii) none of the debts, liabilities, obligations, expenses, costs, charges and reserves incurred, contracted for or otherwise existing with respect to the Trust generally that have not been allocated to a specified series shall be enforceable against the assets of any other series.

ARTICLE VI

This Certificate of Trust shall become effective upon filing in the Office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, as the sole initial trustee of the Trust, has executed this Certificate of Trust as of this 31st day of October 2025.

/s/ Michael C. Monaghan

Name: Michael C. Monaghan

Title: Trustee

Exhibit 28(a)(2)

DECLARATION OF TRUST

of

FOUNDER FUNDS TRUST

(a Delaware Statutory Trust)

Dated as of October 31, 2025

TABLE OF CONTENTS
DECLARATION OF TRUST

DECLARATION OF TRUST

of

FOUNDER FUNDS TRUST

THIS DECLARATION OF TRUST is made as of the date set forth below by the Trustees named hereunder for the purpose of forming a Delaware statutory trust.

WHEREAS, the Trustees desire to form a statutory trust pursuant to the Delaware Statutory Trust Act;

NOW, THEREFORE, the Trustees hereby direct that the Certificate of Trust be filed with the Office of the Secretary of State of the State of Delaware and do hereby declare that the Trustees will hold IN TRUST all cash, securities, and other assets which the Trust now possesses or may hereafter acquire from time to time in any manner and manage and dispose of the same upon the following terms and conditions for the benefit of the Shareholders of this Trust.

ARTICLE I

NAME AND DEFINITIONS

Section 1. Name.

This Trust shall be known as the “Founder Funds Trust,” and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine.

Section 2. Definitions.

Whenever used herein, unless otherwise required by the context or specifically provided:

ARTICLE II PURPOSE OF TRUST

The purpose of the Trust is to conduct, operate and carry on the businesses of an open-end management investment company registered under the 1940 Act through one or more Series. In furtherance of the foregoing, it shall be the purpose of the Trust to do everything necessary, suitable, convenient or proper for the conduct, promotion and attainment of any businesses and purposes which at any time may be incidental or may appear conducive or expedient for the accomplishment of the business of an open-end management investment company registered under the 1940 Act and which may be engaged in or carried on by a trust organized under the Delaware Act, and in connection therewith the Trust shall have and may exercise all of the powers conferred by the laws of the State of Delaware upon a Delaware statutory trust.

The Trust is not intended to be, shall not be deemed to be, and shall not be treated as, a general or limited partnership, joint venture, corporation or joint stock company, nor shall the Trustees or Shareholders or any of them for any purpose be deemed to be, or treated in any way whatsoever as though they were liable or responsible hereunder as partners or joint venturers.

ARTICLE III SHARES

Section 1. Division of Beneficial Interest.

Section 2. Ownership of Shares.

The ownership of Shares shall be recorded on the books of the Trust or those of a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series or Class of the Trust. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares of each Series or Class of the Trust and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series or Class of the Trust and as to the number of Shares of each Series or Class of the Trust held from time to time by each Shareholder. No Shareholder shall be entitled to receive any payment of a dividend or distribution, nor to have notice given to him as provided herein or in the By-Laws, until he or she has given his or her address to the Trust or to the Trust’s transfer or similar agent.

Section 3. Transfer of Shares.

Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his or her duly authorized agent upon delivery to the Trustees or the Trust’s transfer or similar agent of a duly executed instrument of transfer (together with a Share certificate if one is outstanding), and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-Laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder, and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee, or agent of the Trust, shall be affected by any notice of a proposed transfer.

Section 4. Investments in the Trust.

Investments may be accepted by the Trust from Persons, at such times, on such terms, and for such consideration as the Trustees from time to time may authorize. At the Trustees’ discretion, such investments, subject to applicable law, may be in the form of cash or securities, valued as provided in Article VI, Section 1. Investments in a Series shall be credited to each Shareholder’s account in the form of full and fractional Shares at the Net Asset Value per Share next determined after the investment is received or accepted as may be determined by the Trustees; provided, however, that the Trustees may, in their sole discretion, (a) impose a sales charge upon investments in any Series or Class, (b) issue fractional Shares, or (c) determine the Net Asset Value per Share of the initial capital contribution. The Trustees shall have the right to refuse to accept investments in any Series or Class at any time without any cause or reason therefor whatsoever.

Section 5. Status of Shares and Limitation of Personal Liability.

Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to be bound by the terms hereof. The death, incapacity, dissolution, termination, or bankruptcy of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, nor entitle the representative of any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitles such representative only to the rights of such Shareholder under this Declaration of Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a participation or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners. No Shareholder shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any Series or Class. Neither the Trust nor the Trustees, nor any officer, employee, or agent of the Trust shall have any power to bind personally any Shareholders, nor, except as specifically provided herein, to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. Shareholders shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware.

Section 6. Establishment and Designation of Series or Class.

(i)       Assets Held with Respect to a Particular Series.

All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived (including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be), shall irrevocably be held separately with respect to that Series for all purposes, subject only to the rights of creditors of such Series, from the assets of the Trust and every other Series and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived (including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds), in whatever form the same may be, are herein referred to as “assets held with respect to” that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as assets held with respect to any particular Series (collectively “General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as the Trustees, in their sole discretion, deem fair and equitable, and any General Assets so allocated to a particular Series shall be assets held with respect to that Series. If there are Classes of Shares within a Series, the assets with respect to the Series shall be further allocated to each Class in the proportion that the “assets with respect to” the Class (calculated in the same manner as with determination of “assets with respect to” the Series) bears to the assets of all Classes within the Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. Separate and distinct records shall be maintained for each Series and the assets held with respect to each Series shall be held and accounted for separately from the assets held with respect to all other Series and the General Assets of the Trust not allocated to such Series.

(ii)       Liabilities Held with Respect to a Particular Series.

The assets of the Trust held with respect to each particular Series shall be charged against the liabilities of the Trust held with respect to that Series and all expenses, costs, charges, and reserves attributable to that Series, except that liabilities and expenses allocated solely to a particular Class shall be borne by that Class. Any general liabilities of the Trust which are not readily identifiable as being held with respect to any particular Series or Class shall be allocated and charged by the Trustees to and among any one or more of the Series or Classes in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. All liabilities, expenses, costs, charges, and reserves so charged to a Series or Class are herein referred to as “liabilities held with respect to” that Series or Class. Each allocation of liabilities, expenses, costs, charges, and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes. Without limiting the foregoing, but subject to the right of the Trustees to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets held with respect to such Series only and not against the assets of the Trust generally or against the assets held with respect to any other Series, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series shall be enforceable against the assets held with respect to such Series. Notice of this contractual limitation on liabilities among Series shall be set forth in the Certificate of Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities among Series (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) and Section 3806 of the Delaware Act shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt with respect to that Series. No Shareholder or former Shareholder of any Series, in such capacity, shall have a claim on or any right to any assets allocated or belonging to any other Series.

(iii)       Dividends, Distributions, Redemptions and Repurchases.

Notwithstanding any other provisions of this Declaration of Trust, including, without limitation, Article VI, no dividend or distribution, including, without limitation, any distribution paid upon termination of the Trust or of any Series or Class with respect to, nor any redemption or repurchase of, the Shares of any Series or Class, shall be effected by the Trust other than from the assets held with respect to such Series, nor shall any Shareholder or any particular Series or Class otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Trustees shall have full discretion, to the extent consistent with the 1940 Act, to determine which items shall be treated as income and which items as capital, and each such determination and allocation shall be conclusive and binding upon the Shareholders.

(iv)       Equality.

All the Shares of each particular Series shall represent an equal proportionate interest in the assets held with respect to that Series (subject to the liabilities held with respect to that Series or Class thereof and such rights and preferences as may have been established and designated with respect to any Class within such Series), and each Share of any particular Series shall be equal to each other Share of that Series.

(v)       Voting.

With respect to any Class of a Series, each such Class shall represent interests in the assets of that Series and have the same voting, dividend, liquidation and other rights and terms and conditions as each other Class of that Series, except that expenses allocated to a Class may be borne solely by such Class as determined by the Trustees and a Class may have exclusive voting rights with respect to matters affecting only that Class.

(vi)       Fractions.

Any fractional Share of a Series or Class thereof shall carry proportionately all the rights and obligations of a whole Share of that Series or Class, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust.

(vii)       Exchange Privilege.

The Trustees shall have the authority to provide that the Shareholders of any Series or Class shall have the right to exchange said Shares for Shares of one or more other Series of Shares or Class of Shares of the Trust or of other investment companies registered under the 1940 Act in accordance with such requirements and procedures as may be established by the Trustees.

(viii)       Combination of Series.

The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class, unless otherwise required by applicable law, to combine the assets and liabilities held with respect to any two or more Series or Classes into assets and liabilities held with respect to a single Series or Class; provided, however, that the Trustees may not combine Outstanding Shares in a manner materially adverse to Shareholders of such Series or Class without obtaining the authorization or vote of the Series or Class of Shareholders that would be materially adversely affected.

Section 7. Indemnification of Shareholders.

The Trust shall indemnify and hold each Shareholder harmless from and against any claim or liability to which such Shareholder may become subject solely by reason of his or her being or having been a Shareholder and not because of such Shareholder’s acts or omissions or for some other reason, and shall reimburse such Shareholder for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability (upon proper and timely request by the Shareholder); provided, however, that no Shareholder shall be entitled to indemnification by any Series unless such Shareholder is a Shareholder of Shares of such Series. The rights accruing to a Shareholder under this Section 7 shall not exclude any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein. 

ARTICLE IV TRUSTEES

Section 1. Numbers, Election and Tenure.

The number of Trustees shall initially be one, and thereafter shall be such number as shall be fixed from time to time by a written instrument signed by a majority of Trustees, or by resolution approved by a majority of Trustees; provided, however, that the number of Trustees shall in no event be less than three. Each Trustee shall serve during the lifetime of the Trust until he or she (a) dies, (b) resigns, (c) is declared incompetent by a court of appropriate jurisdiction, or (d) is removed, or, if sooner, until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. In the event that less than the majority of the Trustees holding office have been elected by the Shareholders, the Trustees then in office shall call a Shareholders’ meeting for the election of Trustees. Any Trustee may resign at any time by written instrument signed by him or her and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. The Shareholders may elect Trustees at any meeting of Shareholders called by the Trustees for that purpose. Any Trustee may be removed (a) with or without cause at any meeting of Shareholders by a vote of two-thirds of the Outstanding Shares of the Trust, or (b) with or without cause at any time by written instrument signed by at least two-thirds of the remaining Trustees, specifying the date when such removal shall become effective.

Section 2. Effect of Death, Resignation, Etc. of a Trustee.

The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. As conclusive evidence of such vacancy, a written instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a majority of the Trustees. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s officers are empowered to appoint new Trustees subject to the provisions of Section 16(a) of the 1940 Act.

Section 3. Powers.

Section 4. Expenses of the Trust and Series.

Subject to Section 6 of Article III, the Trust or a particular Series shall pay, directly or indirectly through contractual arrangements, or shall reimburse the Trustees from the Trust Property or the assets belonging to the particular Series, for expenses, including, but not limited to, interest charges, taxes, brokerage fees and commissions; expenses of pricing Trust portfolio securities; expenses of sale, addition and reduction of Shares; insurance premiums; applicable fees, interest charges and expenses of third parties, including the Trust’s investment advisers, sub-advisers, managers, administrators, distributors, custodians, transfer agents, shareholder servicing agents and fund accountants; fees of pricing, interest, dividend, credit and other reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust and its Series and maintaining its existence; costs of preparing and printing the prospectuses, statements of additional information and Shareholder reports of the Trust and each Series and delivering them to Shareholders; expenses of meetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, stationery and supplies; fees and expenses of the Trustees; compensation of the Trust’s officers and employees and costs of other personnel performing services for the Trust or any Series; costs of Trustee meetings; Commission registration fees and related expenses; registration fees and related expenses under state or foreign securities or other laws; and for such non-recurring items as may arise, including litigation to which the Trust or a Series (or a Trustee or officer of the Trust acting as such) is a party, and for all losses and liabilities by them incurred in administering the Trust. The Trustees shall have a lien on the assets belonging to the appropriate Series, or in the case of an expense allocable to more than one Series, on the assets of each such Series, prior to any rights or interests of the Shareholders thereto, for the reimbursement to them of such expenses, disbursements, losses and liabilities. This Article shall not preclude the Trust from directly paying any of the aforementioned fees and expenses.

Section 5. Ownership of Assets of the Trust.

The assets of the Trust shall be held separately and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. Title to all of the assets of the Trust shall at all times be considered as vested in the Trust as a separate legal entity, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. The right, title, and interest of the Trustees in the Trust Property shall vest automatically in each Person who may hereafter become a Trustee. Upon the resignation, removal, or death of a Trustee, he or she shall automatically cease to have any right, title, or interest in any of the Trust Property, and the right, title, and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or any right of partition or possession thereof, but each Shareholder shall have a proportionate undivided beneficial ownership in the Trust or Series.

Section 6. Service Contracts.

(f)       The fact that:

Section 7. Trustees and Officers as Shareholders.

Any Trustee, officer or agent of the Trust may acquire, own, and dispose of Shares to the same extent as if he were not a Trustee, officer, or agent. The Trustees may issue and sell and cause to be issued and sold Shares to, and redeem such Shares from, any such Person or any firm or company in which such Person is interested, subject to the general limitations contained herein, the terms of the Trust’s then-current registration statement for the Shares or the limitations contained in the By-Laws relating to the sale and redemption of such Shares.

ARTICLE V

SHAREHOLDERS’ VOTING POWERS AND MEETINGS

Section 1. Voting Powers; Meetings; Notice; Record Dates.

Section 2. Quorum and Required Vote.

Except when a larger quorum is required by applicable law, by the By-Laws or by this Declaration of Trust, one-third (33-1/3%) of the Outstanding Shares entitled to vote shall constitute a quorum at a Shareholders’ meeting. When any one or more Series (or Classes) is to vote separate from any other Series (or Classes) of Shares, one-third (33-1/3%) of the Outstanding Shares of each such Series (or Class) entitled to vote shall constitute a quorum at a Shareholders’ meeting of that Series (or Class). Except when a larger vote is required by any provision of this Declaration of Trust or the By-Laws or by applicable law, when a quorum is present at any meeting, a majority of the Outstanding Shares voted shall decide any questions, including the election of Trustees, provided that where any provision of law or of this Declaration of Trust requires that the holders of any Series shall vote as a Series (or that holders of a Class shall vote as a Class), then a majority of the Outstanding Shares of that Series (or Class) voted on the matter shall decide that matter insofar as that Series (or Class) is concerned.

Section 3. Record Dates.

For the purpose of determining the Shareholders of any Series (or Class) who are entitled to vote on a matter or receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a date, which shall be before the date for taking action on the matter or before the date for the payment of such dividend or such other payment, as the record date for determining the Shareholders of such Series (or Class) having the right to vote or receive such dividend or distribution. Without fixing a record date, the Trustees may for distribution purposes close the register or transfer books for one or more Series (or Classes) at any time prior to the payment of a distribution. Nothing in this Section shall be construed as precluding the Trustees from setting different record dates for different Series (or Classes).

Section 4. Additional Provisions.

The By-Laws may include further provisions for Shareholders, votes and meetings and related matters.

ARTICLE VI

NET ASSET VALUE, DISTRIBUTIONS AND REDEMPTIONS

Section 1. Determination of Net Asset Value, Net Income and Distributions.

Subject to applicable law and Article III, Section 6 hereof, the Trustees, in their absolute discretion, may prescribe and shall set forth in the By-Laws or in a duly adopted resolution of the Trustees such bases and time for determining the Net Asset Value per Share of any Series or Class or net income attributable to the Shares of any Series or Class, or the declaration and payment of dividends and distributions on the Shares of any Series or Class, as they may deem necessary or desirable. The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine the Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

Section 2. Redemptions and Repurchases.

Any such redemption shall be effected at the redemption price and in the manner provided in this Article VI.

ARTICLE VII

COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES

Section 1. Compensation.

The Trustees in such capacity shall be entitled to reasonable compensation from the Trust, and they may fix the amount of such compensation. However, the Trust will not compensate those Trustees who are otherwise compensated by the Investment Adviser or the Principal Underwriter under the terms of any contract between the Trust and the Investment Adviser or the Principal Underwriter, as applicable. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for such services by the Trust.

Section 2. Limitation of Liability.

A Trustee, when acting in such capacity, shall not be personally liable to any person other than the Trust or a beneficial owner for any act, omission or obligation of the Trust or any Trustee. A Trustee shall not be liable for any act or omission or any conduct whatsoever in his capacity as Trustee, provided that nothing contained herein or in the Delaware Act shall protect any Trustee against any liability to the Trust or to Shareholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee hereunder. No Trustee who has been determined to be an “audit committee financial expert” (for purposes of Section 407 of the Sarbanes-Oxley Act of 2002 or any successor provision thereto) by the Trustees shall be subject to any greater liability or duty of care in discharging such Trustee’s duties and responsibilities by virtue of such determination than is any Trustee who has not been so designated.

Section 3. Indemnification.

Section 4. Trustee’s Good Faith Action; Expert Advice; No Bond or Surety.

The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and the By-Laws, and shall be under no liability for any act or omission in accordance with such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

Section 5. Insurance.

The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase, with Trust assets, insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee, officer or agent of the Trust in connection with any proceeding in which he or she may become involved by virtue of his or her capacity or former capacity as a Trustee, officer or agent of the Trust. For purposes of this Section 5, “agent” means any Person who is, was or becomes an employee or other agent of the Trust who is not a Covered Person.

ARTICLE VIII MISCELLANEOUS

Section 1. Liability of Third Persons Dealing with Trustees.

No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

Section 2. Derivative Actions.

Section 3. Termination of the Trust or Any Series or Class.

Section 4. Reorganization.

Section 5. Amendments.

Section 6. Maintaining Copies of Declaration of Trust; References; Headings; Counterparts.

Section 7. Applicable Law.

Section 8. Provisions in Conflict with Law or Regulations.

Section 9. Statutory Trust Only.

It is the intention of the Trustees to create a statutory trust pursuant to the Delaware Act and that this Declaration of Trust, together with the By-Laws, be the governing instrument of such statutory trust. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment, or any form of legal relationship other than a statutory trust pursuant to the Delaware Act. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners, or members of a joint stock association.

Section 10. Writings.

To the fullest extent permitted by applicable laws and regulations:

IN WITNESS WHEREOF, the Trustee named below, being the sole Trustee of Founder Funds Trust, has executed this Declaration of Trust as of this 31st day of October 2025.

/s/ Michael C. Monaghan                           

Michael C. Monaghan, Chair and Trustee, not individually

Exhibit 28(b)

BY-LAWS OF

FOUNDER FUNDS TRUST

Effective at October 31, 2025

ARTICLE I

Offices

The registered office of Founder Funds Trust (the "Trust") will be in the State of Delaware. The Trust also may have offices at other places, within or without the State of Delaware, as the Board of Directors (the "Board") determines from time to time or the business of the Trust requires.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meetings. Unless otherwise stated in these By-Laws, all Board meetings will be held at dates, times, and places – either inside or outside the State of Delaware – as determined by the Board. The meeting notice or any waiver of notice will specify the location.

Section 2. Quarterly Meetings of the Board. The Board will meet quarterly, as required by the SEC, to review the operations and compliance of the Trust, its service providers, and sub-advisors. These meetings will be led by the Chairman of the Board or a person the Chairman designates.

Section 3. Special Meetings. The Chairman may call special meetings of the Board when needed, including in response to issues raised by legal counsel or other Board members. Special meetings may be held by phone, virtually, or in person, as determined by the Chairman and Trust counsel.

Section 4. Notice of Meetings. When the Board is required or permitted to take action at a meeting, notice must be provided in advance. The notice must include the meeting’s time, date, and location, and state where the meeting agenda can be accessed—either at the meeting site or another designated location. For special meetings, the notice must also include the purpose of the meeting. A copy of the meeting notice must be delivered to each Board member in a timely manner. Board books will be completed and made available to Board members at least three business days before the meeting.

Section 5. Quorum. Unless otherwise required by law or these By-Laws, a majority of Board members must be present to conduct business. All decisions must be approved by a majority vote of all Board members in person or by proxy. Members may add items to the agenda under “Other Board Business,” which will appear on every meeting agenda. Remote votes shall be counted and recorded.

Section 6. Voting. Each Share gets one vote (fractional Shares get proportional votes). Shareholders may vote in person or by proxy. Unless the 1940 Act, Declaration of Trust, or these By-Laws require otherwise, a majority of votes cast at a meeting with a quorum decides any matter. Directors are elected in accordance with these By-Laws and will remain in office until they resign. Trustees may set a record date (10–90 days before the meeting or action, or longer if the 1940 Act requires) to determine who can vote, consent, or receive distributions.

Section 7. Proxies. Shareholders may vote by proxy, which must be in writing and signed by the shareholder or their authorized agent, broker, or representative, in accordance with SEC regulations and Delaware Trust law. Proxies expire after 11 months unless stated otherwise and must be filed with the Secretary before the meeting. Proxies may be executed in writing or electronically.

Section 8. Shareholders. Shareholders have limited rights as outlined in the prospectus. Shareholders cannot bring issues directly to the Board. The Board represents the interests of all shareholders and must remain independent of the Sponsor, Advisor, or any other service provider to the Trust.

Section 9. Conduct of Meetings. The Chairman will preside over all meetings. If the Chairman is unavailable, a director selected by the majority of independent directors will lead the meeting. The Secretary will record meeting minutes. If the Secretary is absent, the Chairman may appoint someone to serve in that role. Only business properly listed on the agenda may be conducted at any quarterly or special meeting, unless otherwise permitted by law.

Section 10. Action of the Board. The Board may take actions as authorized under applicable law, including the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, exchange regulations, or the SEC prospectus. Any action needing a meeting can instead be approved by written consent of a majority of voting Shares (or higher if required by the 1940 Act, Declaration, or By-Laws). It has the same effect as a meeting vote.

ARTICLE III

Board

Section 1. Number of Board Members. The business and affairs of the Trust are managed by the Board of Directors. The Board must include at least one interested director and two independent directors, with a majority being independent, as defined by SEC regulations. All directors must act in the best interest of the Trust's shareholders and its funds. The total number of directors can be increased by a majority vote of the entire Board. “Entire Board” refers to the total number of directors assuming there are no vacancies.

Section 2. Nomination. The Nominating Committee, based on suggestions from the Chairman or other directors, will meet at least once a year to consider whether the Board needs additional members. The Chairman of the Nominating Committee will formally nominate individuals for election to the Board.

Section 3. Election and Term. Directors will remain in office until they resign, are removed for cause, or become unfit to serve under applicable laws or SEC and exchange regulations.

Section 4. Removal. A director may only be removed for cause. Removal requires a majority vote of all Board members.

Section 5. Resignations. A director may resign at any time by providing written notice. The resignation becomes effective at the time stated in the notice or, if no time is specified, upon receipt. Acceptance of the resignation is not required. If a director is considered an “interested person” due to an affiliation with an investment adviser or related entity, they are automatically considered resigned upon the end of that affiliation—unless two-thirds of the other directors vote to retain them.

Section 6. Vacancies. Any vacancy on the Board, including due to an increase in the number of directors, must be filled by a majority vote of the remaining directors. The newly elected director will serve until a successor is elected and seated, unless they resign, are removed, or pass away.

Section 7. Place of Meetings. Board meetings may be held at any location, inside or outside the State of Delaware, as determined by the Board.

Section 8. Quarterly Meetings. The Board will hold quarterly meetings at times and locations agreed upon by the Board. The Chairman will provide proposed meeting dates as soon as is practical.

Section 9. Regular Meetings. Regular Board meetings will occur on dates and at locations set by the Board. Notice is not required unless otherwise required by law.

Section 10. Special Meetings. Special Board meetings may be called by the Chairman or the Secretary. The request must include the meeting’s date, time, location, and purpose.

Section 11. Notice of Meetings. Notice of special and annual meetings must be given at least 24 hours in advance, stating the time, date, and location. Notice can be delivered by phone or by email. Notices are considered delivered when spoken or e-mailed. If a meeting is adjourned, the new time and location must be shared with all directors not present, unless already announced at the meeting.

Section 12. Quorum. A majority of the entire Board is required for a quorum. Decisions are made by a majority vote of those present, as long as a quorum is met. Any meeting may be adjourned by a majority of directors present, with or without a quorum.

Section 13. Conduct of Meetings. The Board Secretary will serve as the meeting secretary. If absent, a director chosen by the majority will act in this role and keep meeting minutes. The meeting’s agenda and order of business will be determined by the Chairman.

Section 14. Board Committees. The Board may form committees such as an Audit Committee or Nominating and Governance Committee, by majority vote. Committees must include one or more directors, serve at the Board’s discretion, and report to the Board. Alternate members may be appointed to serve if a regular committee member is absent or disqualified. Committees may exercise the powers granted to them by the Board, unless limited by law.

Section 15. Committee Operations. A majority of committee members is needed for a quorum. Committee decisions require a majority vote of those present at a meeting where a quorum is met. Each committee may set its own rules for how it operates.

Section 16. Written Consent Instead of a Meeting. The Board or any committee may take action without holding a meeting, as long as all members agree in writing. These written consents must be filed with the official minutes.

Section 17. Remote Participation. Directors or committee members may attend meetings by phone, video call, or other communication tools, as long as everyone can hear and speak to one another. Participation by these means counts as being “present in person.”

Section 18. ETF Operations Oversight. The Board, including most Independent Directors (as defined by the 1940 Act), oversees the Trust’s ETFs, ensuring they run smoothly and comply with regulations. This includes:

The Board may assign tasks to an Audit Committee or other group, as long as it follows the 1940 Act and reports back to the full Board.

ARTICLE IV

Officers

Section 1. Executive Officers. The executive officers of the Trust shall be the Chairman of the Board, the Secretary, and the Directors. The board may assign additional responsibilities and roles to these officers as needed.

Section 2. Duties.

Section 3. Election and Removal. Executive officers are elected in accordance with these By-Laws. Once elected, a director or officer may not be removed without cause, unless otherwise permitted under these By-Laws or applicable regulations.

Section 4. Resignations. An officer may resign at any time by submitting written notice to the Trust. The resignation will take effect at the time specified in the notice. If no effective time is stated, the resignation becomes effective immediately upon receipt. Acceptance of the resignation is not required unless the notice specifically states otherwise.

Section 5. Vacancies. If an officer position becomes vacant for any reason, the Board or the shareholders may appoint a replacement. The newly appointed officer will serve for the remainder of the original term and will remain in office until a successor is elected or appointed and formally takes over.

ARTICLE V

Indemnification

Section 1. Indemnification. The Trust will indemnify any person it has the power to indemnify, to the fullest extent allowed under its prospectus and applicable regulatory approvals.

Section 2. Statutory Indemnification. In addition to the general indemnification in Section 1 and subject to applicable laws and conditions as determined by the Board:

This indemnification is subject to Article VII of the Declaration of Trust.

Section 3. Intent and Scope. It is the intent of this Article to fully indemnify Board members and advance their legal expenses (including attorneys’ fees) in any circumstance permitted by law. This indemnification and advancement of expenses:

Section 4. Indemnification Benefits. The right to indemnification also extends to the heirs, executors, administrators, and personal representatives of any person entitled to such indemnification under these By-Laws.

ARTICLE VI

General Provisions

Section 1. Dividends, Etc. To the extent permitted by law, the Board has full authority to decide whether dividends or distributions will be declared and paid, and the amount and timing of any such payments.

Section 2. Seal. The Trust's seal shall be in a form required by law and be approved by the Board.

Section 3. Fiscal Year. The fiscal year of the Trust shall be set by the Board.

Section 4. Voting Shares or Units in Other Trusts. Unless the Board decides otherwise, any shares or units the Trust holds in other trusts will be voted or represented by the Trust’s Advisor.

ARTICLE VII

Amendment

By-Laws may be created, amended, or repealed by a majority vote of the Board.

Instruments Defining the Rights of Security Holders

The instruments defining the rights of security holders, including provisions relating to voting, dividends, and liquidation, are set forth in the Registrant’s Amended and Restated Declaration of Trust dated October 1, 2025 (Exhibit (a) hereto) and Bylaws, as amended through September 15, 2025 (Exhibit (b) hereto), which are incorporated herein by reference.

Voting Rights

Each whole Share is entitled to one vote, and each fractional Share is entitled to a proportionate fractional vote, on any matter submitted to Shareholders. There is no cumulative voting in the election of Trustees or on any other matter. The Trust does not hold annual Shareholder meetings. Shareholder meetings are convened only when required by the Investment Company Act of 1940, as amended (the “1940 Act”), or when deemed necessary by the Board of Trustees. Shareholders have no right to call or compel a Shareholder meeting, nominate or remove Trustees, propose or approve amendments to the Declaration of Trust or By-Laws, inspect Trust books and records beyond minimum statutory requirements, initiate derivative or class actions except in strictly limited circumstances permitted by the 1940 Act, direct or influence portfolio management decisions, vote on investment advisory or service contracts, compel in-kind redemptions or select redemption basket securities, or exercise appraisal or dissenters’ rights in connection with any reorganization, merger, or termination of the Fund. The Board of Trustees, which is required to maintain independence from the Sponsor, Advisor, and all other service providers, acts exclusively on behalf of Shareholders in all matters of Trust governance and oversight. See Section 6 of the By-Laws for additional details on voting procedures, quorum, proxies, record dates, and action by written consent.

Dividends

Dividends from net investment income, if any, are declared and paid at least annually by the Fund. Distributions of net realized capital gains, if any, generally are declared and paid once a year, but the Trust may make distributions on a more frequent basis for the Fund to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”), in all events in a manner consistent with the provisions of the 1940 Act. In addition, the Trust may distribute at least annually amounts representing the full dividend yield on the underlying investment securities of the Fund, net of expenses of the Fund, as if the Fund owned such underlying investment securities for the entire dividend period, in which case some portion of each distribution may result in a return of capital for tax purposes for certain Shareholders.

Dividends and other distributions on Shares are distributed on a pro rata basis to Shareholders of record as of the close of business on the record date fixed by the Board of Trustees. Dividend payments are made through the Depository Trust Company (“DTC”) Participants and Indirect Participants to Beneficial Owners then of record with proceeds received from the Trust. The Trust may make additional distributions to the extent necessary (i) to distribute the entire annual “investment company taxable income” of the Trust, plus any net capital gains, and (ii) to avoid imposition of the excise tax imposed by Section 4982 of the Code. The Board of Trustees reserves the right to declare special dividends if, in its reasonable discretion, such action is necessary or advisable to preserve the status of the Fund as a regulated investment company (a “RIC”) or to avoid imposition of income or excise taxes on undistributed income. See Article VII of the Declaration of Trust and Section 4.3 of the By-Laws for additional provisions governing distributions.

Dividend Reinvestment Service

No dividend reinvestment service is provided by the Trust. Broker-dealers may make available the DTC book-entry Dividend Reinvestment Service for use by Beneficial Owners of the Fund through DTC Participants for reinvestment of their dividend distributions. If this service is used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole Shares of the Fund. Beneficial Owners should contact their broker to determine the availability and costs of the service and the details of participation therein. Brokers may require Beneficial Owners to adhere to specific procedures and timetables.

Liquidation

Upon termination or liquidation of the Fund or the Trust, whether voluntary or involuntary, the Board of Trustees shall wind up the affairs of the Fund in accordance with the 1940 Act and the Delaware Statutory Trust Act. After payment or provision for payment of all liabilities of the Fund, the remaining assets of the Fund shall be distributed pro rata to Shareholders of record as of the close of business on the liquidation record date fixed by the Board, subject to any participating or preferential rights of any separate class or series of Shares then outstanding. Distributions in liquidation may be made in cash, in kind, or partly in each, as determined by the Board in its sole discretion. Shareholders shall have no right to demand in-kind distributions, to select specific securities for distribution, or to exercise appraisal or dissenters’ rights in connection with any liquidation, merger, reorganization, or termination of the Fund or the Trust. See Article IX of the Declaration of Trust for complete liquidation procedures.

FOUNDER FUNDS TRUST, on behalf of Founder 100 ETF 

By: /s/ Michael C Monaghan
Name: Michael C Monaghan
Title: President

FOUNDER ETFS LLC

By: /s/ Michael C Monaghan
Name: Michael C Monaghan
Title: Partner

INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement (the "Agreement") is made as of September 26, 2025, by and between Founder Funds Trust (the "Trust"), a Delaware statutory trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of its series, the Founder 100 ETF (the "Fund"), and Founder ETFs, a Montana limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Adviser").

WHEREAS, the Trust is authorized to issue shares in one or more series, including the Fund, which seeks to provide investment results that correspond generally to the performance of the broader large-cap equity market; and

WHEREAS, the Trust desires to retain the Adviser to provide investment advisory and related services to the Fund, and the Adviser is willing to provide such services under the terms set forth herein; and

WHEREAS, this Agreement has been approved by the Board of Trustees of the Trust, including a majority of the Trustees who are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act (the "Independent Trustees"), pursuant to Section 15(c) of the 1940 Act;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1. Appointment of Adviser

The Trust hereby appoints the Adviser to act as investment adviser to the Fund, and the Adviser accepts such appointment. The Adviser shall manage the Fund’s investment portfolio and provide related administrative services as set forth herein, subject to the supervision of the Trust’s Board of Trustees.

2. Duties of the Adviser

2.1 Investment Management

The Adviser shall, subject to the Fund’s investment objectives, policies, and restrictions as set forth in the Fund’s Prospectus and Statement of Additional Information (collectively, the "Registration Statement"), as amended from time to time:

(a) Manage the Fund’s portfolio, including the purchase, retention, and sale of securities, in accordance with the Fund’s investment strategy to achieve results corresponding generally to the broader large-cap equity market;

(b) Implement an investment strategy, which may include active management or a passive approach using replication or sampling, as appropriate, to meet the Fund’s objectives;

(c) Oversee the Fund’s compliance with applicable investment restrictions under the 1940 Act and Rule 6c-11;

(d) Provide recommendations on portfolio composition and rebalancing to align with the Fund’s investment objectives.

2.2 Administrative Services

The Adviser shall:
(a) Coordinate with the Fund’s custodian, administrator, and authorized participants to facilitate the creation and redemption of Fund shares in accordance with Rule 6c-11;
(b) Assist in preparing and maintaining the Fund’s Registration Statement and other regulatory filings;
(c) Provide reports to the Board of Trustees as requested to facilitate oversight under Section 15(c) of the 1940 Act;
(d) Oversee the Fund’s compliance with daily portfolio transparency and basket policies under Rule 6c-11.

2.3 Delegation

The Adviser may delegate certain duties to sub-advisers or third-party service providers, subject to Board approval and compliance with the 1940 Act, provided the Adviser remains responsible for such delegated duties.

3. Compensation

3.1 Unitary Fee

The Trust shall pay the Adviser, as full compensation for all investment management, administrative, and operational services provided under this Agreement, a unitary management fee equal to 0.75% per annum of the Fund’s average daily net assets, calculated and accrued daily and payable daily in arrears. This unitary fee shall cover all operating expenses of the Fund, including but not limited to custody, administration, audit, legal, and transfer agency fees, except for the following excluded expenses: (i) taxes, (ii) interest, (iii) extraordinary or non-recurring expenses (such as litigation or indemnification costs), and (iv) brokerage commissions and other transaction-related costs.

3.2 Fee Calculation

The average daily net assets shall be determined by taking the average of the net assets computed daily in accordance with the Fund’s policies.

3.3 Fee Waiver

The Adviser may, at its discretion, waive all or a portion of the unitary fee or reimburse Fund expenses to maintain a competitive expense ratio, as approved by the Board.

4. Expenses

The Adviser shall bear all operating expenses of the Fund as part of the unitary fee described in Section 3.1, including but not limited to the costs of providing investment management and administrative services, personnel, office space, equipment, custody, administration, audit, legal, and transfer agency services. The Fund shall be responsible only for the following excluded expenses: (i) taxes, (ii) interest, (iii) extraordinary or non-recurring expenses (such as litigation or indemnification costs), and (iv) brokerage commissions and other transaction-related costs, as set forth in the Registration Statement.

5. Standard of Care

The Adviser shall perform its duties with the care, skill, prudence, and diligence that a fiduciary under the 1940 Act would reasonably be expected to exercise. The Adviser shall not be liable for any loss or error in judgment, except for losses resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations (collectively, "Disabling Conduct").

6. Term and Termination

6.1 Term

This Agreement shall become effective upon approval by the Board of Trustees and, if required, by a vote of the Fund’s shareholders pursuant to Section 15(a) of the 1940 Act, and shall continue in effect for an initial term of two years, renewable annually thereafter by approval of the Board, including a majority of Independent Trustees.

6.2 Termination

This Agreement may be terminated:
(a) By the Trust, upon approval by the Board or a majority vote of the Fund’s shareholders, with 60 days’ written notice to the Adviser;
(b) By the Adviser, with 60 days’ written notice to the Trust;
(c) Automatically upon assignment, as defined in Section 2(a)(4) of the 1940 Act, unless approved by the Board and shareholders;
(d) Immediately upon written notice in the event of Disabling Conduct by either party.

7. Brokerage and Trading

The Adviser shall select brokers and dealers for portfolio transactions in the best interests of the Fund, considering factors such as execution quality, commission rates, and research services, consistent with Section 28(e) of the Securities Exchange Act of 1934. The Adviser shall provide the Board with periodic reports on brokerage allocation.

8. Compliance with Laws

The Adviser shall comply with all applicable federal and state securities laws, including the 1940 Act, the Investment Advisers Act of 1940, and Rule 6c-11, and shall maintain policies to ensure the Fund’s compliance with its Registration Statement and regulatory requirements.

9. Records and Reports

The Adviser shall maintain records relating to the Fund’s portfolio transactions and advisory services as required by Rule 31a-1 under the 1940 Act and make such records available to the Trust, its auditors, or the Securities and Exchange Commission (SEC) upon request.

10. Indemnification

10.1

The Trust shall indemnify the Adviser against losses arising from the Adviser’s performance of its duties, except for losses resulting from Disabling Conduct.

10.2

The Adviser shall indemnify the Trust and the Fund against losses resulting from the Adviser’s Disabling Conduct.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the 1940 Act, to the extent applicable. In case of conflict, the 1940 Act shall control.

12. Miscellaneous

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements.

12.2 Amendments

Amendments to this Agreement require approval by the Board, including a majority of Independent Trustees, and, if required, shareholder approval under the 1940 Act.

12.3 Severability

If any provision is found invalid, the remaining provisions shall remain in effect.

12.4 Assignment

This Agreement may not be assigned without Board and shareholder approval, as required by Section 15(a) of the 1940 Act.

12.5 Notices

Notices shall be sent to the addresses below or as otherwise designated:

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

FOUNDER FUNDS TRUST, on behalf of Founder 100 ETF

By: /s/ Michael C Monaghan
Name: Michael C Monaghan
Title: President

FOUNDER ETFS LLC

By: /s/ Michael C Monaghan
Name: Michael C Monaghan
Title: Partner

ETF DISTRIBUTION AGREEMENT

This Distribution Agreement (the “Agreement”) is made as of this 24th day of September, 2025, by and between Founder Funds Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 25 Highland Park Village, Suite 100-587, Dallas, TX 75205, and Vigilant Distributors, LLC, a Pennsylvania limited liability company (the “Distributor”) having its principal place of business at Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317.

WHEREAS, the Trust is a registered open-end management investment company organized under the Investment Company Act of 1940, as amended (the “1940 Act”) with separate and distinct series (each series a “Fund” and collectively the “Funds”) registered with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, the Trust intends to create and redeem shares of beneficial interest (the “Shares”) of each Fund on a continuous basis at their net asset value only in aggregations constituting a Creation Unit, as such term is defined in the Registration Statement, and list the Shares on one or more national securities exchanges (together, the “Listing Exchanges”);

WHEREAS, the Distributor is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”);

WHEREAS, the Trust desires to retain the Distributor to (i) act as the principal underwriter of the Funds with respect to the creation and redemption of Creation Units of each Fund, (ii) hold itself available to review and approve orders for such Creation Units in the manner set forth in the Trust’s Prospectus, and

(iii) to enter into arrangements with eligible broker-dealers who may solicit purchases of Creation Units (each, an “Authorized Participant”); and

WHEREAS, the Distributor desires to provide the services described herein to the Trust subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained, the parties agree as follows:

The Trust hereby appoints the Distributor to serve as the principal underwriter of the Funds with respect to the creation and redemption of Creation Units of each Fund listed in Exhibit A hereto (as may be amended by the Trust from time to time on written notice to the Distributor) on the terms and for the period set forth in this Agreement and subject to the registration requirements of the federal securities laws and of the laws governing the sale of securities in the various states, and the Distributor hereby accepts such appointment and agrees to act in such capacity hereunder.

Wherever they are used herein, the following terms have the following respective meanings:

(a)            “Prospectus” means the Prospectus and Statement of Additional Information constituting parts of the Registration Statement of the Trust under the 1933 Act and the 1940 Act as such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the SEC from time to time;

(b)            “Registration Statement” means the registration statement most recently filed from time to time by the Trust with the SEC and effective under the 1933 Act and the 1940 Act, as such registration statement is amended by any amendments thereto at the time in effect;

(c)            All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.

(a)            The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to approve any certain number of orders for Creation Units.

(b)            The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent.

(c)            The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, and publicly available periodic fund reports, as applicable, are fulfilled.

(d)            The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust.

(e)            Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials.

(f)             The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement.

(g)                The Distributor shall work with the Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent.

(h)            The Distributor agrees to maintain and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-l(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations.

(i)             The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 1940 Act) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

(j)             The Distributor is not authorized by the Trust to give any information or to make any representations other than those contained in the Registration Statement or Prospectus or contained in shareholder reports or other material that may be prepared by or on behalf of the Trust for use by the Distributor.

(a)                 The Trust agrees to create, issue, and redeem Creation Units of each Fund in accordance with the procedures described in the Prospectus. Upon reasonable notice to the Distributor and in accordance with the procedures described in the Prospectus, the Trust reserves the right to reject any order for Creation Units or to stop all receipts of such orders at any time.

(b)                The Trust agrees that it will take all actions necessary to register an indefinite number of Shares under the 1933 Act.

(c)                 The Trust will make available to the Distributor access to, or such number of copies as Distributor may reasonably request of, (i) its then currently effective Prospectus and Statement of Additional Information, (ii) copies of semi-annual reports and annual audited reports of the Trust’s books and accounts made by independent public accountants regularly retained by the Trust, and (iii) such other information required to be made available in connection with the distribution of Creation Units.

(d)                The Trust shall inform Distributor of any such jurisdictions in which the Trust has filed notice filings for Shares for sale under the securities laws thereof and shall promptly notify the Distributor of any change in this information. The Distributor shall not be liable for damages resulting from the sale of Shares in authorized jurisdictions where the Distributor had no information from the Trust that such sale or sales were unauthorized at the time of such sale or sales.

The Distributor acknowledges and agrees that the Trust reserves the right to suspend sales and Distributor’s authority to review and approve orders for Creation Units on behalf of the Trust. Upon due notice to the Distributor, the Trust shall suspend the Distributor’s authority to review and approve Creation Units if, in the judgment of the Trust, it is in the best interests of the Trust to do so. Suspension will continue for such period as may be determined by the Trust.

(e)                The Trust will arrange to provide the Listing Exchanges with copies of Prospectuses, Statements of Additional Information, and any other Fund document required to be provided to purchasers in the secondary market.

(f)                 To the extent required by applicable law, the Trust will make it known, including through marketing and advertising materials prepared by it and on its website, that Prospectuses and Statements of Additional Information are available or accessible to prospective and existing investors.

Distributor shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). The Distributor shall also be reimbursed for such miscellaneous expenses (e.g., telecommunication charges,

postage and delivery charges, and reproduction charges) as are reasonably incurred by the Distributor in performing its duties hereunder. The Advisor shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Advisor shall notify the Distributor in writing within 30 calendar days following receipt of each invoice if the Advisor is disputing any amounts in good faith. The Advisor shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Advisor is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed to the Distributor pursuant to the attached fee schedule shall only be paid out of the assets and property of the particular Fund involved, if applicable.

6.              Fees and Expenses.

(a)                 The Distributor is not entitled to compensation or reimbursement of expenses from the Trust for the services it provides pursuant to this Agreement. Consistent with applicable law, the Distributor may receive compensation from a Fund’s investment adviser related to its services hereunder or for additional services as may be agreed to between the investment adviser and Distributor. Any such arrangement between the investment adviser and the Distributor will be memorialized in a separate agreement and may not modify the terms of this Agreement.

(b)                The Trust or a Fund will bear the cost and expenses of: (i) the registration of the Shares for sale under the 1933 Act; and (ii) the registration or qualification of the Shares for sale under the securities laws of the various States.

(c)                The Distributor will pay (i) all expenses relating to Distributor’s broker-dealer qualification and registration under the 1934 Act; and (ii) the expenses incurred by the Distributor in connection with routine FINRA filing fees.

(d)                The Trust or a Fund will bear any costs associated with printing Prospectuses, Statements of Additional Information and all other such materials.

(a)                 The Trust agrees to indemnify and hold harmless the Distributor, its affiliates and each of their respective directors, officers and employees and agents and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act (any of the Distributor, its officers, employees, agents and directors or such control persons, for purposes of this paragraph, a “Distributor Indemnitee”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) (“Losses”) that a Distributor Indemnitee may incur arising out of or based upon: (i) Distributor serving as distributor for the Trust pursuant to this Agreement; the allegation of any wrongful act of the Trust or any of its directors, officers, employees or affiliates in connection with its duties and responsibilities in this Agreement; any claim that the Registration Statement, Prospectus, Statement of Additional Information, shareholder reports, Marketing Materials and advertisements specifically approved by the Trust and a Fund’s investment adviser or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein (and in the case of the Prospectus and Statement of Additional Information, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law; (iv) the breach by the Trust of any obligation, representation or warranty contained in this Agreement; or (iv) the Trust’s failure to comply in any material respect with applicable securities laws.

(b)                 The Distributor agrees to indemnify and hold harmless the Trust and each of its Trustees and officers and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (for purposes of this paragraph, the Trust and each of its Trustees and officers and its controlling persons are collectively referred to as the “Trust Indemnitees”) against any Losses arising out of or based upon (i) the allegation of any wrongful act of the Distributor or any of its directors, officers, employees or affiliates in connection with its activities as Distributor pursuant to this Agreement; (ii) the breach of any obligation, representation or warranty contained in this Agreement by the Distributor; or (iii) the Distributor’s failure to comply in any material respect with applicable securities laws, including applicable FINRA regulations.

In no case shall (i) the indemnification provided by an indemnifying party protect against any liability the indemnified party would otherwise be subject to by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement; (ii) the indemnifying party be liable under this Section with respect to any claim made against any indemnified party unless the indemnified party notifies the indemnifying party of the claim in writing within a reasonable time after the summons or other first written notification giving information of the nature of the claim has been served upon the indemnified party (or after the indemnified party has received notice of service on any designated agent); or (iii) the total indemnification owed by the Distributor exceed the aggregate amount of actual fees received over a two-year period under this Agreement. Failure to notify the indemnifying party of any claim shall not relieve the indemnifying party from any liability that it may have to the indemnified party against whom such action is brought, on account of this Section, unless failure or delay to so notify the indemnifying party prejudices the indemnifying party’s ability to defend against such claim. The indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the indemnifying party elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the indemnified party. In the event that indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by them. If the indemnifying party does not elect to assume the defense of any suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by them. The indemnifying party agrees to notify the indemnified party promptly of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the purchase or redemption of any of the Creation Units or the Shares.

(c)                 No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 6(a) or 6(b) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. This section 6 shall survive the termination of this Agreement.

(d)                The Trust acknowledges and agrees that as part of its duties, Distributor will enter into agreements with certain authorized participants (each an “AP” and collectively the “APs”) for the purchase and redemption of Creation Units (each such agreement an “AP Agreement”). In the negotiation of AP Agreements, an Authorized Participant may insert and require that Distributor agree to certain provisions in a AP Agreement that contain certain representations, undertakings and indemnification that are not included in the form of AP Agreement (each such modified AP Agreement a “Non-Standard AP Agreement).

To the extent that Distributor is requested or required to make any such representations mentioned above, a copy of each Non-Standard AP Agreement will be provided to the Trust for its approval prior to execution by Distributor. Where the Trust has approved the terms of the Non-Standard AP Agreement (such approval shall be in writing or shall be evidenced by a fully executed copy of the Non-Standard AP Agreement) the Trust shall indemnify, defend and hold the Distributor Indemnitees free and harmless from and against any

and all Losses that any Distributor Indemnitee may incur arising out of or relating to (a) the Distributor’s actions or failures to act pursuant to any Non-Standard AP Agreement to the extent such losses are due to non-standard language included in such Non-Standard AP Agreement; (b) any representations made by the Distributor in any Non-Standard AP Agreement to the extent that the Distributor is not required to make such representations in the form-of AP Agreement; or (c) any indemnification provided by the Distributor under a Non-Standard AP Agreement,. In no event shall anything contained herein be so construed as to protect the Distributor Indemnitees against any liability to the Trust or its shareholders to which the Distributor Indemnitees would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of Distributor’s obligations or duties under the Non-Standard AP Agreement or by reason of Distributor’s reckless disregard of its obligations or duties under the Non-Standard AP Agreement.

(a)                 This Agreement shall be effective as of the Closing Date, and unless terminated as provided herein, shall continue for two years from its effective date, and thereafter from year to year, provided such continuance is approved annually (i) by vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees

who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, as to each Fund (i) by vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such party or by vote of a majority of the outstanding voting securities of the Fund, or by the Distributor, on at least sixty (60) days prior written notice. This Agreement shall automatically terminate without the payment of any penalty in the event of its assignment. As used in this paragraph, the terms “vote of a majority of the outstanding voting securities,” “assignment,” “affiliated person” and “interested person” shall have the respective meanings specified in the 1940 Act.

(b)                No provision of this Agreement may be changed, waived, discharged or terminated except by an instrument in writing signed by both parties.

Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, email, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other):

This Agreement shall be governed by, and construed in accordance with, the laws of the state of Delaware, without giving effect to the choice of laws provisions thereof.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

If any provisions of this Agreement shall be held or made invalid, in whole or in part, then the other provisions of this Agreement shall remain in force. Invalid provisions shall, in accordance with this Agreement’s intent and purpose, be amended, to the extent legally possible, in order to effectuate the intended results of such invalid provisions.

The Distributor will maintain at its expense an errors and omissions insurance policy adequate to cover services provided by the Distributor hereunder.

During the term of this Agreement, the Distributor and the Trust may have access to confidential information relating to such matters as either party’s business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, “Confidential Information” means

information belonging to one of the parties that is of value to such party and the disclosure of which could result in a competitive or other disadvantage to such party. Confidential Information includes, without limitation, financial information, proposal and presentations, reports, forecasts, inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities). Confidential Information includes information developed by either party in the course of engaging in the activities provided for in this Agreement, unless: (i) the information is or becomes publicly known through lawful means; (ii) the information is disclosed to the other party without a confidential restriction by a third party who rightfully possesses the information and did not obtain it, either directly or indirectly, from one of the parties, as the case may be, or any of their respective principals, employees, affiliated persons, or affiliated entities. The parties understand and agree that all Confidential Information shall be kept confidential by the other both during and after the term of this Agreement. Each party shall maintain commercially reasonable information security policies and procedures for protecting Confidential Information. The parties further agree that they will not, without the prior written approval by the other party, disclose such Confidential Information, or use such Confidential Information in any way, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement and as provided by the other party or as required by law. Upon termination of this Agreement for any reason, or as otherwise requested by the Trust, all Confidential Information held by or on behalf of Trust shall be promptly returned to the Trust, or an authorized officer of the Distributor will certify to the Trust in writing that all such Confidential Information has been destroyed. This section 14 shall survive the termination of this Agreement. Notwithstanding the foregoing, a party may disclose the other’s Confidential Information if (i) required by law, regulation or legal process or if requested by the SEC or other governmental regulatory agency with jurisdiction over the parties hereto or (ii) requested to do so by the other party; provided that in the event of (i), the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and shall reasonably cooperate with the other party (at such other party’s expense) in any efforts to prevent such disclosure.

This Agreement is executed by or on behalf of the Trust with respect to each of the Trust Funds and the obligations hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the Fund to which such obligations pertain and the assets and property of such Fund. Separate and distinct records are maintained for each Fund and the assets associated with any such Fund are held and accounted for separately from the other assets of the Trust, or any other Fund of the Trust. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Fund of the Trust shall be enforceable against the assets of that Fund only, and not against the assets of the Trust generally or any other Fund, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Trust generally or any other Fund shall be enforceable against the assets of that Fund. The Trust’s Agreement and Declaration of Trust is on file with the Trust.

The Trust shall not use the Distributor’s name in any offering material, shareholder report, advertisement or other material relating to the Trust, in a manner not approved by the Distributor in writing prior to such use, such approval not to be unreasonably withheld. The Distributor hereby consents to all uses of its name required by the SEC, any state securities commission, or any federal or state regulatory authority.

The Distributor shall not use the name of the Trust, a Fund, or any investment adviser to a Fund in any materials relating to the Distributor, whether produced for marketing, regulatory compliance or other purposes, in a manner not approved by the referenced party in writing prior to such use, such approval not

to be unreasonably withheld. The Trust, on behalf of itself and each Fund, hereby approves of and consents to all uses of its name required by the SEC, any state securities commission, or any federal or state regulatory authority with jurisdiction over the Trust; provided, however, that the Distributor notifies the Trust prior to such use to the extent permitted by applicable law.

The Distributor will not issue any press releases or make any public announcements regarding the existence of this Agreement without the express written consent of the Trust. Neither the Trust nor the Distributor will disclose any of the economic terms of this Agreement, except as may be required by law.

Nothing herein contained shall prevent the Distributor from entering into similar distribution arrangements or from providing the services contemplated hereunder to other investment companies or investment vehicles.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first set forth above.

EXHIBIT A

As of September 1, 2025

Name of Fund

Founders 100 ETF (Ticker: FFF)

Exhibit B to the Distribution Agreement

Fee Schedule

Distribution Services Fees

Initial Service & Implementation Fee

One-time Initial service and implementation fees includes consulting related to industry practices,

products and dealers

NSCC connectivity and other Fund

Launch $5,000 (Waived for Distributor Services Implementation)

Advertising Compliance Review

Per Communication Rate

Review of Fund advertising and marketing material

$125 per communication piece for the first 10 pages (minutes if audio or video);

$10 per page thereafter;

$600 per communication piece requiring 24 hour expedited review for the first 10 pages

(minutes if audio or video)

$25 per page thereafter.

Principal Underwriter Fee Annual Rate 1 Fund: $7,500*

OUT-OF-POCKET EXPENSES

Reasonable out-of-pocket expenses incurred by the Distributor in connection with the services provided pursuant to the Distribution Agreement. Such expenses may include, without limitation, regulatory filing fees; marketing materials regulatory review fees; communications; postage and delivery service fees; bank fees; reproduction and record retention fees; travel, lodging and meals.

Notes:

Fees will be calculated and payable monthly.

The above rates will increase by 3.7% annually.

*The basis point Fee is waived for assets up to $1 Billion. Thereafter, for assets over $1 Billion it is a 0.50 basis point Fee.

THE FOUNDERS FUND FAMILY

AUTHORIZED PARTICIPANT AGREEMENT

VIGILANT DISTRIBUTORS, LLC

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Vigilant Distributors, LLC (the “Distributor”) and Goldman Sachs & Co. LLC (the “Participant”) and is subject to acceptance by U.S. Bancorp Fund Services, LLC (the “Transfer Agent/Index Receipt Agent”) as index receipt agent for Advisor Managed Portfolios (the “Trust”), a series trust offering a number of portfolios of securities as set forth in Annex I (each a “Fund” and collectively the “Funds”), with respect to the provisions hereof applicable to the Trust. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).

The Index Receipt Agent serves as the index receipt agent for the Trust and all of its Funds as set forth in Annex I, and is an Index Receipt Agent as that term is defined in the rules of the National Securities Clearing Corporation.

The Distributor provides services as principal underwriter of the Funds acting on an agency basis in connection with the distribution of shares of beneficial interest of each Fund (the “Shares”). The Transfer Agent/Index Receipt Agent has been retained to provide certain transfer agency services and to be the order taker with respect to the purchase and redemption of Creation Units of Shares. This Agreement shall apply to current Funds and future Funds.

This Agreement is intended to set forth certain procedures by which the Participant may purchase and/or redeem Creation Units through the Federal Reserve/Treasury Automated Debt Entry System maintained at the Federal Reserve Bank of New York (the “Federal Reserve Book-Entry System”) and the Continuous Net Settlement (“CNS”) clearing processes of National Securities Clearing Corporation (“NSCC”) (as such processes have been enhanced to effect purchases and redemptions of Creation Units, the “CNS Clearing Process”) or, outside of the CNS Clearing Process, the manual process of The Depository Trust Company (“DTC”).

Nothing in this Agreement shall obligate the Participant to create or redeem one or more Creation Units of Shares, to facilitate a creation or redemption through it by a participant client, or to sell or offer to sell the Shares.

The parties agree as follows:

(a)       The Participant represents and warrants that it has, and during the term of this Agreement will continue to have, the ability to transact through the Federal Reserve Book-Entry System and, with respect to orders for the purchase of Creation Units (“Purchase Orders”) or orders for redemption of Creation Units (“Redemption Orders” and, together with Purchase Orders, the

“Orders”), (i) through the CNS Clearing Process, because it is, and during the term of this Agreement will continue to be, a member of NSCC and a participant in the CNS System of NSCC, and/or (ii) outside the CNS Clearing Process, because it is, and during the term of this Agreement will continue to be, a DTC participant (a “DTC Participant”). Any change in the foregoing status of the Participant shall automatically and immediately terminate this Agreement. The Participant shall give prompt written notice of any such change to the Distributor and the Transfer Agent/Index Receipt Agent.

The Participant may place Orders either through the CNS Clearing Process or outside the CNS Clearing Process, subject to the procedures for purchase and redemption set forth in the Prospectus and Section 2 of this Agreement.

(b)       The Participant represents and warrants that: (i) it is a broker-dealer registered with the SEC, and it is a member of the Financial Industry Regulatory Authority (“FINRA”), or it is exempt from registration, or it is otherwise not required to be registered as, a broker-dealer or a member of FINRA; (ii) it is registered and/or licensed to act as a broker or dealer, as required under all applicable laws, rules and regulations in the states or other jurisdictions in which the Participant conducts its activities, or it is otherwise exempt; and (iii) it is a Qualified Institutional Buyer, as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “1933 Act”). Any change in the foregoing status of the Participant shall terminate this Agreement. The Participant shall give prompt written notice of any such change to the Distributor and the Transfer Agent/Index Receipt Agent.

The Participant agrees that it will: (i) maintain such registrations, licenses, qualifications, and memberships in good standing and in full force and effect throughout the term of this Agreement; (ii) comply with applicable FINRA rules and regulations and the securities laws of any jurisdiction in which it sells Shares, directly or indirectly, to the extent such laws, rules and regulations relate to the Participant’s transactions in, and activities with respect to, the Shares; and (iii) not offer or sell Shares of any Fund in any state or jurisdiction where such Shares may not lawfully be offered and/or sold.

(c)        In the event Shares are authorized for sale in jurisdictions outside the several states, territories and possessions of the United States and the Participant offers and sells Shares in such jurisdictions and is not otherwise required to be registered or qualified as a broker or dealer, or to be a member of FINRA as set forth above, the Participant nevertheless agrees to comply with all the applicable laws, rules and regulations of the jurisdiction in which such offer and/or sale of Shares is made, to the extent the foregoing relates to the Participant’s transactions in, and activities with respect to, the Shares.

(d)        The Participant understands and acknowledges that the method by which Creation Units will be created and traded may raise certain issues under certain interpretations of applicable U.S. federal securities laws. For example, because new Creation Units of Shares may be issued and sold by a Fund on an ongoing basis, a “distribution”, as such term is used in the 1933 Act, may occur at any point. The Participant understands and acknowledges that some activities on its part, depending on the circumstances, may result in it being deemed a participant in a distribution in a manner which could, under certain interpretations of applicable law, render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The

Participant also understands and acknowledges that dealers who are not “underwriters,” but who effect transactions in Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus. For the avoidance of doubt, the Participant does not admit to being an underwriter of the Shares. Upon written request by Authorized Participant, Distributor and Trust will make available to appropriate representatives of Authorized Participant access to such information and personnel as is reasonable and customary to enable parties to establish a due diligence defense under the 1933 Act; provided, that Distributor need not disclose any non-public information to any such representative unless such representative has entered into a confidentiality agreement with Distributor.

(e)       The Participant agrees that: (i) subject to any contractual obligations or obligations arising under the federal or state securities laws that the Participant may have to its customers, the Participant will assist the Distributor in ascertaining certain information regarding sales of Fund Shares made by or through the Participant upon the request of the Trust or the Distributor necessary for a Fund to comply with its obligations to distribute information to its shareholders, as may be required from time to time under applicable state or federal securities laws, rules and regulations, or (ii) in lieu thereof, and at the option of the Participant, the Participant may undertake to deliver to its customers proxy materials and annual and other reports of the Funds, or other similar information that the Funds are obligated to deliver to their shareholders, upon receiving from the Funds or the Distributor sufficient quantities of the same to allow mailing thereof to such customers.

2.        EXECUTION OF PURCHASE AND REDEMPTION ORDERS

(a)       All Orders must comply with the procedures for Orders set forth in the Prospectus and in this Agreement, which includes the attachments. The Participant, the Distributor, and the Transfer Agent/Index Receipt Agent each agrees to comply with the provisions of the Prospectus, this Agreement, and the laws, rules, and regulations that are applicable to it in its role under this Agreement. With respect to procedures for Orders, if there is a conflict between the terms of the Prospectus and the terms of this Agreement, the terms of the Prospectus control. To the extent that any update to the Prospectus would impact the Transfer Agent/Index Receipt Agent’s obligations with respect to Orders, the Trust agrees to provide written notice to the Transfer Agent/Index Receipt Agent prior to such changes becoming effective. If such changes to Transfer Agent/Index Receipt Agent’s obligations are not acceptable to Transfer Agent/Index Receipt Agent, Transfer Agent/Index Receipt Agent shall immediately inform the Trust. In the event that the Trust is unable to make a change that is acceptable to the Transfer Agent/Index Receipt Agent, the Transfer Agent/Index Receipt Agent may terminate this Agreement immediately, with written notice to the Distributor and the Participant notwithstanding anything to the contrary in Section 19 of this Agreement.

(b)       Phone lines used in connection with Orders will be recorded. The Participant hereby consents to the recording of all calls in connection with the Orders, provided that the Participant may reasonably request that the recording party promptly provide to the Participant copies of recordings of any such calls, which have been retained in accordance with the recording party’s usual document retention policy. If a recording party becomes legally compelled to disclose to any third party any recording involving communications with the Participant, to the extent legally permitted to do so, such recording party shall provide the Participant with reasonable advance

written notice identifying the recordings to be disclosed, together with copies of such recordings, so that the Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Participant waives its right to seek such protective order or remedy, the recording party shall furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be furnished. The recording party shall not otherwise disclose to any third party any recording involving communications with the Participant without the Participant’s express written consent, except the recording party may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule, law, or as part of a routine examination, recordings involving communications with the Participant.

(c)       The Participant acknowledges that use of the Order Entry System (as defined below) is subject to the terms and conditions as required by the Distributor, the Transfer Agent/Index Receipt Agent and/or the Funds’ transfer agent in connection with all Purchase and Redemption Orders through a third-party electronic order entry system made available to the Participant (the “Order Entry System”) in connection with the purchase and redemption of Creation Units.

(d)       The Participant acknowledges and agrees that delivery of any Order shall be irrevocable, provided that the Trust, Transfer Agent/Index Receipt Agent and the Distributor on behalf of the Funds each reserve the right to reject any Order for any reason in accordance with the Prospectus and this Agreement.

(e)       The Participant understands that a Creation Unit generally will not be issued until the requisite cash (the “Cash Component”) and/or the designated basket of securities and instruments (the “Deposit Securities”), as well as applicable transaction fee (the “Transaction Fee”) and taxes, are transferred to the Trust on the settlement date in accordance with the Prospectus.

(f)       With respect to any Redemption Order, the Participant agrees to return to a Fund any dividend, distribution, or other corporate action paid to it, or to a party for which it is acting, in respect of any security that is transferred to the Participant in connection with such Redemption Order (“Fund Security”) that, based on the valuation of such Fund Security at the time of transfer, should have been paid to the Fund. The Participant also agrees that a Fund is entitled to reduce the amount of money or other proceeds due to the Participant, or any party for which it is acting, by an amount equal to any dividend, distribution, or other corporate action to be paid in respect of any Fund Security that is transferred to the Participant that, based on the valuation of such Fund Security at the time of transfer, should be paid to the Fund. If, however, the Fund so reduces the amount of proceeds due to the Participant or any party for which it is acting, the Participant shall not be required to return to the Fund any dividend, distribution, or other corporate action paid to it or to any party for which it is acting as is contemplated in the first sentence of this paragraph equal to the amount so reduced by the Fund. With respect to any Purchase Order, any dividend, distribution, or other corporate action paid to the Fund in respect of any Deposit Security that is transferred to the Fund that, based on the valuation of such Deposit Security at the time of transfer, should have been paid to the Participant, or any party for which it is acting, will be returned to the Participant.

3.        AUTHORIZATION OF TRANSFER AGENT/INDEX RECEIPT AGENT

With respect to Orders submitted through the CNS Clearing Process the Participant hereby authorizes the Transfer Agent/Index Receipt Agent, or its designee, to transmit to the NSCC on behalf of the Participant such instructions, including share and cash amounts as are necessary with respect to the purchase and redemption of Creation Units, and Orders consistent with the instructions and Orders issued by the Participant to the Transfer Agent/Index Receipt Agent. The Participant agrees to be bound by the terms of such instructions and Orders as reported by the Transfer Agent/Index Receipt Agent or its designee on the Participant’s behalf to the NSCC as though such instructions were issued by the Participant directly to the NSCC; provided, however, that the Participant shall not be bound by or held liable for any communication errors occurring between the Transfer Agent/Index Receipt Agent and NSCC to the extent that such instructions between the Transfer Agent/Index Receipt Agent (or its designee) and NSCC do not accurately reflect in all material respects the information communicated by the Participant to the Transfer Agent/Index Receipt Agent.

4.        MARKETING MATERIALS AND REPRESENTATIONS.

(a)       The Participant represents and warrants that it will not make any representations concerning a Fund, Creation Units or Shares, other than those not inconsistent with the Prospectus or any Marketing Materials (as defined below) furnished to the Participant by the Distributor and pursuant to or in accordance with applicable laws and regulations (including FINRA Rules).

(b)       The Participant agrees not to furnish, or cause to be furnished by it or its employees, to any person, or to display or publish, any information or materials relating to a Fund or the Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials (“Marketing Materials”), unless (i) such Marketing Materials: (a) are either furnished to the Participant by the Distributor or Trust, or (b) if prepared by the Participant, reference only the Fund and make no reference to any third parties (including the Transfer Agent/Index Receipt Agent or their products or services, are consistent in all material respects with the Prospectus, and clearly indicate that such Marketing Materials are prepared and distributed by the Participant, and (ii) Participant and any such Marketing Materials prepared by the Participant comply with applicable FINRA rules and regulations. The Participant shall file all such Marketing Materials that it prepares with FINRA, if required by applicable laws, rules or regulations.

(c)       The Trust represents and warrants that (i) the Prospectus is effective, no stop order of the SEC or any other federal, state, or foreign regulatory authority or self-regulatory authority with respect thereto has been issued, no proceedings for such purpose have been instituted or, to its knowledge, are being contemplated; (ii) the Prospectus conforms in all material respects to the requirements of all applicable law, and the rules and regulations of the SEC thereunder and does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the Shares, when issued and delivered against payment of consideration thereof, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; (iv) no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Shares, except the registration of the Shares under the 1933 Act;

(v) Shares will be approved for listing on a national securities exchange; (vi) it will not lend Fund securities pursuant to any securities lending arrangement that would prevent the Trust from settling a Redemption Order when due; (vii) any and all Marketing Materials prepared by the Trust and provided to the Participant in connection with the offer and sale of Shares shall comply with applicable law, including without limitation, the provisions of the 1933 Act and the rules and regulations thereunder and applicable requirements of FINRA, and will not contain any untrue statement of a material fact related to a Fund or the Shares or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and (viii) it will not name the Participant in the Prospectus, Marketing Materials, or on the Fund’s website without the prior written consent of Participant, unless such naming is required by law, rule, or regulation.

(d)       Notwithstanding anything to the contrary in this Agreement, the Participant and its affiliates may, without the approval of any other party hereto, prepare and circulate, in the regular course of their businesses, any of the following items (none of which shall be deemed to be Marketing Materials): (i) written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through Participant or in the context of asset allocations), (ii) materials prepared and used for the Participant’s internal use only, (iii) brokerage communications, including correspondence and institutional communications, as defined under FINRA rules, prepared by the Participant or an affiliate in the normal course of their businesses, and (iv) research reports; provided, however, that any such materials prepared by Participant comply with applicable FINRA rules and other applicable laws, rules and regulations.

5.        TITLE TO SECURITIES; RESTRICTED SHARES

The Participant represents and warrants on behalf of itself and any party for which it acts that Deposit Securities delivered by it to the custodian and/or any relevant sub-custodian in connection with a Purchase Order will not be “restricted securities,” as such term is used in Rule 144(a)(3)(i) of the 1933 Act, and, at the time of delivery, the Fund will acquire good and unencumbered title to such Deposit Securities, free and clear of all liens, restrictions, charges and encumbrances, and not be subject to any adverse claims.

6.        CASH COMPONENT

The Participant hereby agrees that, in connection with a Purchase Order, whether for itself or any party for which it acts, it will make available on the contractual settlement date (the “Contractual Settlement Date”), by means satisfactory to the Trust, and in accordance with the provisions of the Prospectuses, immediately available or same day funds estimated by the Trust to be sufficient to pay the Cash Component next determined after acceptance of the Purchase Order, together with the applicable Transaction Fee. Any excess funds will be returned following settlement of the Purchase Order. The Participant agrees to ensure that the Cash Component will be received by the issuing Fund in accordance with the terms of the applicable Prospectus, but in any event on the Contractual Settlement Date, and in the event payment of such Cash Component has not been made in accordance with the provisions of the Prospectuses or by such Contractual Settlement Date, the Participant agrees in connection with a Purchase Order to pay the amount of

the Cash Component, plus interest, computed at such reasonable rate as may be specified by the Fund from time to time. The Participant shall be liable to the custodian, any sub-custodian, or the Trust for any amounts advanced by the custodian or any sub-custodian in its sole discretion to the Participant for payment of the amounts due and owing for the Cash Component. Computation of the Cash Component shall exclude any taxes, duties or other fees and expenses payable upon the transfer of beneficial ownership of the Deposit Securities, which shall be the sole responsibility of the Participant and not the Trust.

7.       PAYMENT OF CERTAIN FEES AND TAXES.

(a)       In connection with Orders of Creation Units, the Participant agrees to pay the Transaction Fee applicable to the transaction as set forth in the Prospectus. The Trust reserves the right to adjust the Transaction Fee subject to any limitations in the Prospectus and upon reasonable advance notice to the Participant.

(b)       In connection with Orders of Creation Units, the Participant acknowledges and agrees that the computation of any cash amount to be paid by or to the Participant shall exclude any taxes or other fees and expenses payable upon the transfer of beneficial ownership of Shares or Fund Securities.  The Participant shall be responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or any other similar tax, fee or government charge (collectively, “Taxes”) applicable to and imposed upon the purchase or redemption of any Creation Units made pursuant to this Agreement.  To the extent the Trust or its agents pay any such Taxes or they are otherwise imposed in connection with transactions effected by the Participant, the Participant agrees to promptly reimburse and pay such party for any such payment.  This paragraph (b) shall survive the termination of this Agreement.

8.       ROLE OF PARTICIPANT

(a)       Each party acknowledges and agrees that, for all purposes of this Agreement, the Participant will be deemed to be an independent contractor, and will have no authority to act as agent for the Trust, Funds or the Distributor in any matter or in any respect under this Agreement. The Participant agrees to make itself and its employees available, upon reasonable request, during normal business hours to consult with the Trust or the Distributor or their designees concerning the performance of the Participant’s responsibilities under this Agreement, provided that the Participant shall be under no obligation to divulge or otherwise discuss any information that the Participant reasonably believes (i) is proprietary in nature, or (ii) the disclosure of which to third parties is in violation of (a) applicable law or regulation, or is otherwise prohibited by law, or (b) the Participant’s contractual confidentiality obligations.

(b)       The Participant agrees as a DTC Participant and in connection with any purchase or redemption transactions in which it acts on behalf of a third party that it shall be bound by all of the obligations of a DTC Participant in addition to any obligations that it undertakes hereunder or in accordance with the Prospectuses.

(c)       The Participant represents that from time to time it may be a beneficial owner (as that term is defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended) (“Beneficial Owner”) and/or legal owner of Shares. To the extent that it is a Beneficial Owner and/or legal owner of Shares, the Participant agrees to irrevocably appoint the Distributor as its attorney and proxy with full authorization and power to vote (or abstain from voting) the Participant’s beneficially or legally owned Shares of the Trust which the Participant is or may be entitled to vote at any meeting of shareholders of the Trust held after the date this Agreement is executed whether annual or special and whether or not an adjourned meeting, or, if applicable, to give written consent with respect thereto. For purposes of this paragraph (c), beneficially owned Shares shall not include those Shares for which the Participant is the record owner but not the Beneficial Owner. The Distributor will mirror vote (or abstain from voting) the Participant’s beneficially owned Shares in the same proportion as the votes (or abstentions) of all other beneficial owners of Shares of the applicable Fund or the Trust on any matter, question or resolution submitted to the vote of shareholders of the Fund or Trust. The Distributor, as attorney and proxy for the Participant under this paragraph (c), (i) is hereby given full power of substitution and revocation; (ii) may act through such agents, nominees, or substitute attorneys as it may appoint from time to time; and (iii) may provide voting instructions to such agents, nominees, or substitute attorneys in any lawful manner deemed appropriate by it, including in writing, by telephone, telex, facsimile, electronically (including through the Internet) or otherwise. This irrevocable proxy terminates upon termination of the Agreement. The powers of attorney and proxy as set forth in this paragraph (c) shall include (without limiting the general powers hereunder) the power to receive and waive any notice of any meeting on behalf of the undersigned.

(d)       The Participant represents and warrants that it has implemented, and agrees to maintain and implement on an on-going basis, an anti-money laundering program reasonably designed to comply with all applicable anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act of 1970 and the USA PATRIOT Act of 2001, each as amended from time to time, and any rules adopted thereunder and/or any applicable anti-money laundering laws and regulations of other jurisdictions where Participant conducts business, and any rules adopted thereunder or guidelines issued, administered or enforced by any governmental agency.

9.        AUTHORIZED PERSONS OF THE PARTICIPANT

(a)       Concurrently with the execution of this Agreement, and from time to time thereafter as may be requested by the Trust, the Transfer Agent/Index Receipt Agent, or the Distributor, the Participant shall deliver to the Trust and the Transfer Agent/Index Receipt Agent, with copies to the Distributor, a certificate in the format of Attachment A to this Agreement, duly certified by the Participant’s Secretary or other duly authorized person of Participant, setting forth the names and signatures of all persons authorized by the Participant (each an “Authorized Person”) to give Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant. Such certificate may be relied upon by the Distributor, the Transfer Agent/Index Receipt Agent and the Trust as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Trust, the Distributor, and the Transfer Agent/Index Receipt Agent of a superseding certificate or of written notice from the Participant that an individual should be added to, or removed from, the certificate. Whenever the Participant wants to add an Authorized Person or revoke the authority of an Authorized Person, the Participant shall give, as promptly as practicable under the circumstances, written notice of such fact to the Trust and the Transfer Agent/Index Receipt Agent, with a copy to the Distributor, and such notice shall be effective upon receipt by the Trust, the Transfer Agent/Index Receipt Agent, and the Distributor.

(b)       Orders and instructions relating to any activity contemplated by this Agreement on behalf of the Participant may be processed through the Order Entry System selected by the Transfer Agent/Index Receipt Agent. The Participant and its Authorized Persons must establish their own login credentials with the Order Entry System for placing Orders electronically, and the Participant is solely responsible for restricting access to such credentials to prevent persons other than Authorized Persons from using the Order Entry System to place or modify Orders. Authorized Persons must provide relevant login credentials and be listed as a duly authorized person of Participant on the most recent certificate in the form of Attachment A to be properly authenticated and to place or modify Orders electronically or telephonically. If the Participant has set up a unique personal identification number (“PIN Number”) with the Order Entry System, any changes made to the Participant’s trade desk settings shall require Participant’s PIN Number for authentication. The Participant and each Authorized Person shall keep Participant’s PIN Number and all Authorized Person login credentials confidential and only those Authorized Persons shall submit instructions on behalf of the Participant to the Funds, Transfer Agent/Index Receipt Agent, and Distributor.

(c)       The Transfer Agent/Index Receipt Agent and Distributor shall not have any obligation to verify instructions and Orders given by a properly authenticated Authorized Person per paragraph (b) of this Section and shall assume that all instructions and Orders issued to it by a properly authenticated Authorized Person have been properly placed, unless the Transfer Agent/Index Receipt Agent and Distributor received from the Participant written notice as set forth in paragraph (a) of this section that such person is no longer authorized to act on behalf of Participant. The Participant agrees that none of the Distributor, the Transfer Agent/Index Receipt Agent, the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for any Loss (as defined below) incurred by the Participant as a result of the unauthorized use of an Authorized Person’s Order Entry System login credentials. The Participant further agrees that none of the Distributor, the Transfer Agent/Index Receipt Agent, the Trust or the Funds shall be liable, absent gross negligence, bad faith or willful misconduct, for any Loss incurred by the Participant as a result of the unauthorized use of Participant’s PIN Number, unless the Transfer Agent/Index Receipt Agent, Distributor, and the Trust previously received from Participant written notice to revoke such Authorized Person’s authority as set forth in paragraph (a) or paragraph (b) of this section. This paragraph (c) shall survive the termination of this Agreement.

10.        REDEMPTIONS

(a)       The Participant understands and agrees that Shares of the Funds may only be redeemed in the form of complete Creation Units and Redemption Orders may be submitted only on days that the Trust is open for business, as required by Section 22(e) of the Investment Company Act of 1940, as amended.

(b)       The Participant represents and warrants that it will not attempt to place a Redemption Order for the purpose of redeeming any Creation Units unless it first ascertains that as of the time of the Contractual Settlement Date, it or its customer, as the case may be, will own (within the meaning of Rule 200 of Regulation SHO) or have arranged to borrow for delivery to the Trust on or prior to the Contractual Settlement Date of the Redemption Order the number of Shares of the Fund to be redeemed as a Creation Unit. In either case, the Participant acknowledges that: (i) it has or if, applicable, its customer has full legal authority and legal right to tender for redemption the requisite number of Shares of the Fund and to receive the entire proceeds of the redemption on the Contractual Settlement Date and (ii) if such Shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement, securities lending agreement or any other arrangement affecting legal or beneficial ownership of such Shares being tendered there are no restrictions precluding the tender and delivery of such Shares (including borrowed Shares, if any) for redemption, free and clear of liens, on the Contractual Settlement Date.

(c)       In the event that the Distributor, Transfer Agent/Index Receipt Agent and/or the Trust reasonably believes in good faith that the Participant would not be able to deliver the requisite number of Shares to be redeemed as a Creation Unit on the settlement date, the Trust and/or the Distributor or Transfer Agent/Index Receipt Agent, may, without liability, reject the Participant’s Redemption Order.

(d)       In the event that the Participant receives Fund Securities the value of which exceeds the net asset value of the applicable Fund Shares at the time of redemption, the Participant agrees to pay, on the same business day it is notified, or cause the Participant client to pay, on such day, to the applicable Fund an amount in cash equal to the difference or return such Fund Securities to the Fund, unless the parties otherwise agree.

11.        BENEFICIAL OWNERSHIP

(a)       The Participant represents and warrants that, based upon the number of outstanding Shares of any particular Fund, either (i) it does not, and will not in the future as the result of one or more Purchase Orders, hold for the account of any Beneficial Owners 80 percent or more of the currently outstanding Shares of such Fund, so as to cause the Fund to have a basis in the portfolio securities deposited with the Fund different from the market value of such portfolio securities on the date of such deposit, pursuant to sections 351 and 362 of the Internal Revenue Code of 1986, as amended, or (ii) it is carrying some or all of the Deposit Securities as a dealer and as inventory in connection with its market making activities.

(b)       A Fund, the Distributor, and the Transfer Agent/Index Receipt Agent have the right to require, as a condition to the acceptance of a deposit of Deposit Securities, information from the Participant regarding ownership of the Fund Shares by such Participant and its customers, and to rely thereon to the extent necessary to make a determination regarding ownership of 80 percent or more of the Fund’s currently outstanding Fund Shares by a Beneficial Owner.

12.        OBLIGATIONS OF PARTICIPANT

(a)       Pursuant to its obligations under the federal securities laws, the Participant agrees to maintain all books and records of all Orders made by or through it as required by law and to furnish copies of such records to the Trust, Transfer Agent/Index Receipt Agent and/or the Distributor upon their written reasonable request for regulatory or compliance purposes, subject to any obligations under the federal or state securities laws that the Participant owes to its clients, as applicable to each client, or the applicable rules of any self-regulatory organization.

(b)       The Participant affirms that it has procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation and that it will maintain such procedures throughout the term of this Agreement.

(c)       The Participant represents, covenants, and warrants that it has taken affirmative steps so that the Participant will not be an affiliated person of a Fund, a promoter or principal underwriter of a Fund or an affiliated person of such persons due to ownership of Shares, including through its grant of an irrevocable proxy relating to the Shares to the Distributor.

13.        INDEMNIFICATION

This Section 13 shall survive the termination of this Agreement.

(a)       The Participant hereby agrees to indemnify and hold harmless the Distributor, the Trust, the Funds, the Transfer Agent/Index Receipt Agent, their respective subsidiaries, affiliates, directors, trustees, partners, officers, employees, and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Participant Indemnified Party”), from and against any loss, liability, cost, or expense (including reasonable attorneys’ fees) (“Loss”) incurred by such Participant Indemnified Party as a result of (i) any material breach by the Participant of any provision of this Agreement that relates to the Participant; (ii) any material failure on the part of the Participant to perform any of its obligations set forth in this Agreement; (iii) any material failure by the Participant to comply with applicable laws, including rules and regulations of self-regulatory organizations (“SROs”), in relation to its role as an authorized participant under this Agreement, except that the Participant shall not be required to indemnify a Participant Indemnified Party to the extent that such failure was caused by the Participant’s reasonable adherence to instructions given or representations made by such Participant Indemnified Party who knew that such instructions given or representations made would cause the Participant to violate applicable law and the Participant did not know, and could not have reasonably known, that such instructions would cause the Participant to violate applicable law; (iv) actions of a Participant Indemnified Party taken in reasonable reliance upon any instructions or representations reasonably believed by the Trust, the Distributor and/or the Transfer Agent/Index Receipt Agent to be genuine and to have been given by the Participant , except to the extent that such instructions were given, or such representations were made, by an Authorized Person whose authority had been previously revoked by the Participant in accordance with Section 9 and such written revocation was given by the Participant and received by the Transfer Agent/Index Receipt Agent, the Trust and the Distributor reasonably prior to the receipt of such instructions or representations; or (v) the Participant’s failure to complete an Order that has been accepted.

(b)       The Distributor hereby agrees to indemnify and hold harmless the Participant and the Transfer Agent/Index Receipt Agent, their respective affiliates, directors, partners, members, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Distributor Indemnified Party”) from and against any Loss incurred by such Distributor Indemnified Party as a result of: (i) any material breach by the Distributor of any provision of this Agreement that relates to the Distributor; (ii) any material failure on the part of the Distributor to perform any of its obligations set forth in this Agreement; (iii) any material failure by the Distributor to comply with applicable laws, including rules and regulations of any self-regulatory organization with jurisdiction over the Distributor and applicable to Distributor’s role as set forth in this Agreement; or (iv) actions of a Distributor Indemnified Party taken in reasonable reliance upon any representations made in accordance with the Prospectus (as may be amended from time to time) and this Agreement reasonably believed by such Distributor Indemnified Party to be genuine and to have been given by the Distributor.

(c)       The Trust hereby agrees to indemnify and hold harmless the Participant, its respective affiliates, directors, partners, members, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each a “Trust Indemnified Party”) from and against any Loss incurred by such Trust Indemnified Party as a result of any breach by the Trust of its representations in Section 4(c). All Shares represent interests in their underlying series, the assets and liabilities of which are separate and distinct. Any indemnification provided by the Trust in connection with the Shares of a Fund shall be limited to the corresponding assets of such Fund.

(d)       An indemnifying party shall not be liable under its indemnity agreement contained in this Section 13 with respect to any claim made against any indemnified party unless the indemnified party has notified the indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent). Notwithstanding the foregoing, failure to notify the indemnifying party of any claim shall not relieve the indemnifying party from any liability which it may have to any indemnified party against whom such action is brought otherwise than on account of its indemnity agreement contained in this Section 13 and shall only release the indemnifying party from such liability under this Section 13 to the extent it has been materially prejudiced by such failure to receive notice. The indemnifying party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims. If the indemnifying party elects to assume the defense, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified parties in the suit, and who shall not, except with the consent of the indemnified parties, be internal counsel to the indemnifying party. If the indemnifying party does not elect to assume the defense of any suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by it.

14.       LIMITATION OF LIABILITY

This Section 14 shall survive the termination of this Agreement.

(a)       In no event shall any party or the Transfer Agent/Index Receipt Agent be liable for any special, indirect, incidental, exemplary, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of revenue, loss of actual or anticipated profit, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of market share, loss of goodwill or loss of reputation), even if such parties or the Transfer Agent/Index Receipt Agent have been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall any party or the Transfer Agent/Index Receipt Agent be liable for the acts or omissions of DTC, NSCC or any other securities depository or clearing corporation.

(b)       Neither the Distributor, the Trust, the Transfer Agent/Index Receipt Agent, nor the Participant shall be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by any of the following: (a) acts of God; earthquakes; fires; floods; wind; explosions; wars; civil or military disturbances; terrorism; sabotage; pandemics; epidemics; public health emergencies or outbreaks (including by not limited to COVID-19), or any corporate or governmental order or requirement relating thereto; any provision of any present or future law, regulation or order of a U.S., federal, state, municipal, local, territorial, provincial or other governmental department, regulatory authority, self-regulatory organization or legislative, judicial or administrative body, including any political subdivision thereof, or of any securities depositary or clearing agency; any provision of any order or judgement of any court of competent jurisdiction; riots; interruptions; loss or malfunction of utilities, computers (hardware or software) or communications service, including but not limited to as a result of computer viruses; accidents, strikes or other labor disputes, whether partial or total; acts of civil or military authority or governmental actions or (b) any other causes or events beyond its reasonable control, regardless of whether such causes or events are foreseeable or are of a nature or type described above.

(c)       The Distributor, the Trust, and the Transfer Agent/Index Receipt Agent may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any communication authorized under this Agreement and upon any written or oral instruction, notice, request, direction or consent reasonably believed by them to be genuine and to have been given by the Participant, provided that (i) such action or inaction is materially consistent with such communication, written or oral instruction, notice, request, direction, or consent, and (ii) such authorization was not previously revoked in writing by the Participant in accordance with Section 9 herein, with such revocation having been received by the Transfer Agent/Index Receipt Agent and the Distributor reasonably prior to the receipt of such communication, written or oral instruction, notice, request, direction or consent.

(d)       In the absence of bad faith, gross negligence or willful misconduct on its part, the Transfer Agent/Index Receipt Agent, whether acting directly or through its agents, affiliates or attorneys, shall not be liable for any action taken, suffered or omitted or for any error of judgment made by it in the performance of its duties hereunder. The Transfer Agent/Index Receipt Agent shall not be liable for any error of judgment made in good faith unless in exercising such it shall have been grossly negligent in ascertaining the pertinent facts necessary to make such judgment.

(e)       Neither the Participant, the Trust, the Distributor nor the Transfer Agent/Index Receipt Agent shall be liable to another party or to any other person for any damages arising out of mistakes or errors in data provided to the Partcipant, the Trust, the Distributor or the Transfer Agent/Index Receipt Agent by a third party, or out of interruptions or delays of electronic means of communications with the Participant, the Trust, the Distributor or the Transfer Agent/Index Receipt Agent. The Distributor shall not be liable for any action or failure to take any action with respect to the voting matters set forth in Section 8(c), unless caused by the Distributor’s gross negligence.

(f)       The Transfer Agent/Index Receipt Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder, except as may be required as a result of its own gross negligence, willful misconduct or bad faith.

15.        INFORMATION ABOUT DEPOSIT SECURITIES

On each day that the Trust is open for business, through the facilities of the NSCC, the names and amounts of Deposit Securities to be included in the current Fund Deposit for each Fund will be published.

16.        RECEIPT OF PROSPECTUSES BY PARTICIPANT

The Participant acknowledges receipt of the Prospectuses and represents that it has reviewed and understands the terms thereof.

17.        CONSENT TO ELECTRONIC DELIVERY OF PROSPECTUSES

The Participant consents to the delivery of the Prospectus, annual or semi-annual report, or other shareholder information (each, a “Shareholder Document”) electronically at Prospectus-ny@ny.email.gs.com. The Distributor will deliver Shareholder Documents electronically by sending consenting persons an e-mail message informing them that the applicable Shareholder Document has been posted and is available on the Fund’s website and providing a hypertext link to the document. The Distributor will notify the Participant when a revised, supplemented or amended Prospectus for any Fund is available and deliver or otherwise make available to the Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Participant to comply with any obligation it may have to deliver such Prospectus to its customers. As a general matter, the Distributor will make such revised, supplemented or amended Prospectuses available to the Participant no later than its effective date.

The Participant agrees to maintain the e-mail address set forth above and further agrees to promptly notify the Distributor if its e-mail address changes. The Distributor shall electronically deliver all Shareholder Documents to the Participant at the e-mail address set forth on the signature page attached to this Agreement, unless and until the Participant provides written notice to the Distributor requesting otherwise. The Participant may revoke the consent to electronic delivery of the Prospectuses at any time by providing written notice to the Distributor. Until such notice is provided, the Participant can only obtain access to the Shareholder Documents electronically.

18.       NOTICES

Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by personal delivery; by Federal Express or other similar delivery service; by registered or certified United States first class mail, return receipt requested; or by facsimile, electronic mail or similar means of same day delivery. Unless otherwise notified in writing, all notices to the Fund or the Trust shall be at the address, telephone number, facsimile numbers or electronic mail address

indicated below the signature of the Distributor, with a copy provided to the Trust via electronic mail sent to _______. All notices to the Participant, the Distributor, and the Transfer Agent/Index Receipt Agent shall be directed to the address or telephone number or electronic mail address indicated below the signature line of such party, except that for any attempt by the Transfer Agent/Index Receipt Agent to contact an Authorized Person of the Participant with respect to, among other things, ambiguous instructions or the suspension or cancellation of an order, the Transfer Agent/Index Receipt Agent agrees to contact the applicable Authorized Person that placed the Purchase Order or Redemption Order or, if such person is unavailable, an available Authorized Person on the same trading desk. A copy of all notices sent to the Participant also shall be sent to:

Goldman Sachs & Co. LLC

Attn: Legal Department – Equities Legal

200 West Street, 15th Floor

New York, NY 10282-2198

Prior to the effectiveness of any change to a Fund’s procedures, the Transfer Agent/Index Receipt Agent shall provide notice to Shafiq Perry (Shafiq. Perry@gs.com) and Annette Kelton (Annette.Kelton@gs.com) of Goldman Sachs & Co. LLC or such other contacts as the Participant shall designate from time to time.

19.        EFFECTIVENESS, TERMINATION, AND AMENDMENT OF AGREEMENT

(a)       This Agreement shall become effective on the date set forth below and may be terminated at any time by any party upon sixty (60) days’ prior written notice to the other parties, and may be terminated earlier by the Trust, the Participant or the Distributor at any time in the event of a material breach by another party of any provision of this Agreement.

(b)       No party may assign its rights or obligations under this Agreement (in whole or in part) without the prior written consent of the other parties, which shall not be unreasonably withheld.

(c)       This Agreement may not be amended except by a writing signed by all the parties hereto.  This Agreement is intended to, and shall apply to, each of the current and future Funds of the Trust, such that no amendment shall be required in the event that the Trust creates new Funds or terminates existing Funds, provided, however, that notice shall be provided to the Participant of such creation or termination of Funds.

20.        GOVERNING LAW

This Section 20 shall survive the termination of this Agreement.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. The parties irrevocably submit to the personal jurisdiction and service and venue of any New York State or United States Federal court sitting in New York, New York having subject matter jurisdiction, for the purposes of any suit, action or proceeding arising out of or relating to this Agreement. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT.

21.       COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

22.        SEVERANCE

If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supra-national body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be invalid, illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of the other provisions of this Agreement and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

23.        HEADINGS

Headings and sub-headings are included solely for convenient reference and shall not affect the meaning, construction, operation, or effect of the terms of this Agreement.

24.        ENTIRE AGREEMENT

This Agreement, which includes the attachments, supersedes any prior agreement between the parties with respect to the subject matter contained herein and constitutes the entire agreement between the parties regarding the matters contained herein.

25.       NO PROMOTION

Except as required by law, rule, or regulation, each of the Trust (and any Fund), the Distributor, and the Transfer Agent/Index Receipt Agent, solely in its capacity as Transfer Agent/Index Receipt Agent and in relation to this Agreement, agrees that it will not, without the prior written consent of the Participant in each instance, (i) use in advertising or publicity the name of the Participant or any affiliate of the Participant, or any partner or employee of the Participant, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Participant or its affiliates, or (ii) represent, directly or indirectly, that any product or any service provided by the Trust (and any Fund), the Distributor, or the Transfer Agent/Index Receipt Agent, solely in its capacity as Transfer Agent/Index Receipt Agent and in relation to this Agreement, has been approved or endorsed by the Participant. This provision shall survive termination or expiration of this Agreement.

[Signature page follows]

The duly authorized representatives of the below parties have executed this Agreement, the effective date of which shall be the date of the most recent signature below.

ATTACHMENT A

AUTHORIZED PERSONS

The following are the names, titles and signatures of all persons (each an “Authorized Person”) authorized to give instructions relating to any activity contemplated by this Advisor Managed Portfolios Authorized Participant Agreement, or any other notices, request or instruction on behalf of Participant pursuant to this Authorized Participant Agreement.

ETF CUSTODY AGREEMENT

THIS AGREEMENT is made and entered into as of the last date on the signature page, by and between FOUNDER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota (the “Custodian”).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and is authorized to issue shares of beneficial interest in separate series advised by one or more investment advisers (each, an “Adviser”), with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Custodian is a bank having the qualifications prescribed in Section 26(a)(1) of the 1940 Act; and

WHEREAS, the Trust desires to retain the Custodian to act as custodian of the cash and securities of each series of the Trust listed on Exhibit A hereto (as amended from time to time) (each a “Fund” and collectively, the “Funds”); and

WHEREAS, the Board of Trustees (as defined below has delegated to the Custodian the responsibilities set forth in Rule 17f-5(c) under the 1940 Act and the Custodian is willing to undertake the responsibilities and serve as the foreign custody manager for the Trust.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I CERTAIN DEFINITIONS

Whenever used in this Agreement, the following words and phrases shall have the meanings set forth below unless the context otherwise requires:

“Authorized Person” means any Officer or person (including an authorized person of one of the Advisers or other agent) who has been designated by written notice as such from the Trust or one of the Advisers or other agent. Such officer or person shall continue to be an Authorized Person until such time as the Custodian receives Written Instructions from the Trust or the Trust’s investment advisor or other agent that any such person is no longer an Authorized Person.

“Board of Trustees” shall mean the trustees from time to time serving under the Trust’s declaration of trust, as amended from time to time.

“Book-Entry System” shall mean a federal book-entry system as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such book-entry regulations of federal agencies as are substantially in the form of such Subpart O.

“Business Day” shall mean any day recognized as a settlement day by The New York Stock Exchange, Inc. and any other day for which the Trust computes the net asset value of Shares of the Fund.

“Eligible Foreign Custodian” has the meaning set forth in Rule 17f-5(a)(1), including a majority- owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

“Eligible Securities Depository” shall mean a system for the central handling of securities as that term is defined in Rule 17f-4 and 17f-7 under the 1940 Act.

“FINRA” shall mean the Financial Industry Regulatory Authority, Inc.

“Foreign Securities” means any investments of the Fund (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect such Fund’s transactions in such investments.

“Fund Custody Account” shall mean any of the accounts in the name of the Trust, which is provided for in Section 3.02 below.

“IRS” shall mean the Internal Revenue Service.

“Officer” shall mean the Chairman, President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Trust.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Securities” shall include, without limitation, common and preferred stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, bankers' acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that the Custodian or its agents have the facilities to clear and service.

“Securities Depository” shall mean The Depository Trust Company and any other clearing agency registered with the SEC under Section 17A of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which acts as a system for the central handling of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of the Securities.

“Shares” shall mean, with respect to the Fund, the shares of common stock issued by the Trust on account of the Fund.

“Straight Through Processing” shall have the meaning assigned to it in Section 4.07 of this Agreement.

“Sub-Custodian” shall mean and include (i) any branch of a “U.S. bank,” as that term is defined in Rule 17f-5 under the 1940 Act, and (ii) any “Eligible Foreign Custodian”, as that term is defined in Rule 17f-5 under the 1940 Act, having a contract with the Custodian which the Custodian has determined will provide reasonable care of assets of the Fund based on the standards specified in Section 3.03 below. Such contract shall be in writing and shall include provisions that provide: (i) for indemnification or insurance arrangements (or any combination of the foregoing) such that the Fund will be adequately protected against the risk of loss of assets held in accordance with such contract; (ii) that the Foreign Securities will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Sub-Custodian or its creditors except a claim of payment for their safe custody or administration, in the case of cash deposits, liens or rights in favor of creditors of the Sub-Custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the Foreign Securities will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying the assets as belonging to the Fund or as being held by a third party for the benefit of the Fund; (v) that the Fund’s independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Fund will receive periodic reports with respect to the safekeeping of the Fund’s assets, including, but not limited to, notification of any transfer to or from the Fund's account or a third party account containing assets held for the benefit of the Fund. Such contract may contain, in lieu of any or all of the provisions specified in (i)-(vi) above, such other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for Fund assets as the specified provisions.

“Written Instructions” shall mean (i) written communications received by the Custodian and signed by an Authorized Person, (ii) communications by facsimile or Internet electronic e-mail or any other such system from one or more persons reasonably believed by the Custodian to be an Authorized Person, or (iii) communications between electronic devices.

ARTICLE I. APPOINTMENT OF CUSTODIAN

Appointment. The Trust hereby appoints the Custodian as custodian of all Securities and cash owned by or in the possession of the Fund at any time during the period of this Agreement, on the terms and conditions set forth in this Agreement, and the Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The Trust hereby delegates to the Custodian, subject to Rule 17f-5(b), the responsibilities with respect to the Fund’s Foreign Securities, and the Custodian hereby accepts such delegation as foreign custody manager with respect to the Fund. The services and duties of the Custodian shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against the Custodian hereunder.

Documents to be Furnished. The following documents, including any amendments thereto, will be provided contemporaneously with the execution of the Agreement to the Custodian by the Trust:

Notice of Appointment of Transfer Agent. The Trust agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any transfer agent of the Trust, except if the Trust appoints an affiliate of the Custodian to serve as transfer agent of the Trust, the Custodian hereby waives the Trust’s obligation to provide such written notice.

ARTICLE II.

CUSTODY OF CASH AND SECURITIES

Segregation. All Securities and non-cash property held by the Custodian for the account of the Fund (other than Securities maintained in a Securities Depository, Eligible Securities Depository or Book-Entry System) shall be physically segregated from other Securities and non-cash property in the possession of the Custodian (including the Securities and non-cash property of the other series of the Trust, if applicable) and shall be identified as subject to this Agreement.

Fund Custody Accounts. As to each Fund, the Custodian shall open and maintain in its trust department a custody account in the name of the Fund, subject only to draft or order of the Custodian, in which the Custodian shall enter and carry all Securities, cash and other assets of such Fund which are delivered to it.

Appointment of Agents.

Delivery of Assets to Custodian. The Trust shall deliver, or cause to be delivered, to the Custodian all of the Fund's Securities, cash and other investment assets, including (i) all payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the period of this Agreement, and (ii) all cash received by the Fund for the issuance of Shares. The Custodian shall not be responsible for such Securities, cash or other assets until actually received by it.

Securities Depositories and Book-Entry Systems. The Custodian may deposit and/or maintain Securities of the Fund in a Securities Depository or in a Book-Entry System, subject to the following provisions:

(i)  exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain such assets,

(ii)  provide, promptly upon request by the Trust, such reports as are available concerning the Custodian’s internal accounting controls and financial strength, and

(iii)  require any Sub-Custodian to exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and thereafter maintain assets corresponding to the security entitlements of its entitlement holders.

Disbursement of Moneys from Fund Custody Account. Upon receipt of Written Instructions, the Custodian shall disburse moneys from the Fund Custody Account but only in the following cases:

Delivery of Securities from Fund Custody Account. Upon receipt of Written Instructions, the Custodian shall release and deliver, or cause the Sub-Custodian to release and deliver, Securities from the Fund Custody Account but only in the following cases:

proper trust purpose, and naming the person or persons to whom delivery of such Securities shall be made; or

(mm) To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own gross negligence or willful misconduct.

2.02       Actions Not Requiring Written Instructions. Unless otherwise instructed by the Trust, the Custodian shall with respect to all Securities held for the Fund:

Registration and Transfer of Securities. All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of the Fund, the Custodian, a Sub-Custodian or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof.

The records of the Custodian with respect to the Trust’s Foreign Securities that are maintained with a Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers shall identify those securities as belonging to the Fund. The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees referred to above or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.

Records.

Fund Reports by Custodian. The Custodian shall furnish the Trust with a daily activity statement a summary of all transfers to or from each Fund Custody Account on the day following such transfers. At least monthly, the Custodian shall furnish the Trust with a detailed statement of the Securities and moneys held by the Custodian and the Sub-Custodians for the Fund under this Agreement.

Other Reports by Custodian. As the Trust may reasonably request from time to time, the Custodian shall provide the Trust with reports on the internal accounting controls and procedures for safeguarding Securities which are employed by the Custodian or any Sub-Custodian.

Proxies and Other Materials. The Custodian shall cause all proxies relating to Securities which are not registered in the name of the Fund to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Trust such proxies, all proxy soliciting materials and all notices relating to such Securities. With respect to the foreign Securities, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Trust acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Trust to exercise shareholder rights.

Information on Corporate Actions. The Custodian shall promptly deliver to the Trust all information received by the Custodian and pertaining to Securities being held by the Fund with respect to optional tender or exchange offers, calls for redemption or purchase, or expiration of rights. If the Trust desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Trust shall notify the Custodian at least three Business Days prior to the date on which the Custodian is to take such action. The Trust will provide or cause to be provided to the Custodian all relevant information for any Security which has unique put/option provisions at least three Business Days prior to the beginning date of the tender period.

ARTICLE III.

PURCHASE AND SALE OF INVESTMENTS OF THE FUND

Purchase of Securities. Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and

(vi) the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

Liability for Payment in Advance of Receipt of Securities Purchased. In any and every case where payment for the purchase of Securities for the Fund is made by the Custodian in advance of receipt of the Securities purchased and in the absence of specified Written Instructions to so pay in advance, the Custodian shall be liable to the Fund for such payment.

Sale of Securities. Promptly upon each sale of Securities by the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any), or other units sold, (iii) the date of sale and settlement, (iv) the sale price per unit, (v) the total amount payable upon such sale, and (vi) the person to whom such Securities are to be delivered. Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, the Custodian shall deliver such Securities to the person specified in such Written Instructions. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.

Delivery of Securities Sold. Notwithstanding Section 4.03 above or any other provision of this Agreement, the Custodian, when instructed to deliver Securities against payment, shall be entitled, if in accordance with generally accepted market practice, to deliver such Securities prior to actual receipt of final payment therefor. In any such case, the Fund shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and the Custodian shall have no liability for any for the foregoing.

Payment for Securities Sold. In its sole discretion and from time to time, the Custodian may credit the Fund Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver against payment, (ii) proceeds from the redemption of Securities or other assets of the Fund, and (iii) income from cash, Securities or other assets of the Fund. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. The Custodian may, in its sole discretion and from time to time, permit the Fund to use funds so credited to the Fund Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Fund Custody Account.

Advances by Custodian for Settlement. The Custodian may, in its sole discretion and from time to time, advance funds to the Trust to facilitate the settlement of the Fund's transactions in the Fund Custody Account. Any such advance shall be repayable immediately upon demand made by Custodian.

Straight Through Processing.

ARTICLE IV. REDEMPTION OF FUND SHARES

4.01                 Transfer of Funds. From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Written Instructions specifying that the funds are required to repurchase Shares of the Fund, the Custodian shall wire each amount specified in such Written Instructions to or through such bank or broker-dealer as the Trust may designate.

No Duty Regarding Paying Banks. Once the Custodian has wired amounts to a bank or brokerdealer pursuant to- Section 5.01 above, the Custodian shall not be under any obligation to effect any further payment or distribution by such bank or brokerdealer-.

ARTICLE V. SEGREGATED ACCOUNTS

Upon receipt of Written Instructions, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or Securities, including Securities maintained in a Depository Account:

Each segregated account established under this Article VI shall be established and maintained for the Fund only. All Written Instructions relating to a segregated account shall specify the Fund.

ARTICLE VI. COMPENSATION OF CUSTODIAN

6.01                 Compensation. The Custodian shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). The Custodian shall also be compensated for such miscellaneous expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by the Custodian in performing its duties hereunder. The Trust shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Trust shall notify the Custodian in writing within 30 calendar days following receipt of each invoice if the Trust is disputing any amounts in good faith. The Trust shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Trust is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Trust to the Custodian shall only be paid out of the assets and property of the particular Fund involved.

6.02                 Overdrafts. The Trust is responsible for maintaining an appropriate level of short term cash investments to accommodate cash outflows. The Trust may obtain a formal line of credit for potential overdrafts of its custody account. In the event of an overdraft or in the event the line of credit is insufficient to cover an overdraft, the overdraft amount or the overdraft amount that exceeds the line of credit will be charged in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time)

ARTICLE VII. REPRESENTATIONS AND WARRANTIES

7.01                 Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Custodian, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

7.02                 Representations and Warranties of the Custodian. The Custodian hereby represents and warrants to the Trust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

ARTICLE VIII. CONCERNING THE CUSTODIAN 

8.01                 Standard of Care. The Custodian shall exercise reasonable care in the performance of its duties under this Agreement. The Custodian shall not be liable for any error of judgment, mistake of law, shareholder fraud, or for any loss suffered by the Trust in connection with its duties under this Agreement, except a loss arising out of or relating to the Custodian’s (or a Sub- Custodian’s) refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement) or from its (or a Sub-Custodian’s) bad faith, gross negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). The Custodian shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall promptly notify the Trust of any action taken or omitted by the Custodian pursuant to advice of counsel.

8.02                 Actual Collection Required. The Custodian shall not be liable for, or considered to be the custodian of, any cash belonging to the Fund or any money represented by a check, draft or other instrument for the payment of money, until the Custodian or its agents actually receive such cash or collect on such instrument.