EX-10.43





 Exhibit 10.43 

SUB-INVESTMENT ADVISORY AGREEMENT 

Updated: December 6, 2016 

AGREEMENT made this 30th day of March, 2015, between Aspiration Fund Adviser, LLC
(the “Investment Adviser”), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and UBS Global Asset Management (Americas) Inc. (the
“Sub-Adviser”), a Delaware corporation registered as an investment adviser under the Advisers Act, with respect to the Aspiration Redwood Fund (the “Fund”), a series of Aspiration Funds
(the “Trust”). 
 WHEREAS, the Trust is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); 
 WHEREAS, the Investment
Adviser serves as investment adviser for the Fund pursuant to an Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Investment Adviser dated as of the January 24, 2014 (the “Advisory Agreement”); 

WHEREAS, the Advisory Agreement permits the Investment Adviser to delegate certain of its duties under the Advisory Agreement to other
investment advisers, subject to the requirements of the 1940 Act; 
 WHEREAS, the Investment Adviser desires to retain Sub-Adviser to assist it in the provision of a continuous investment program for that portion of the Fund’s assets that the Adviser will assign to the Sub-Adviser, and Sub-Adviser is willing to render such services subject to the terms and conditions set forth in this Agreement; and 

WHEREAS, the Adviser has received (and has provided to the Trust), at least 48 hours prior to the execution of this Agreement, a copy
of Part II of the Sub-Adviser’s Form ADV, as amended; 
 NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows: 
  

	1.	 Appointment. The Investment Adviser hereby appoints the
Sub-Adviser to act as investment adviser to the Fund for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided. 


  

	2.	 Delivery of Documents. The Investment Adviser has furnished the
Sub-Adviser with copies, properly certified or authenticated, of each of the following: 


  

	 	(a)	 resolutions of the Trust’s Board of Trustees authorizing the appointment of the Sub-Adviser as sub-adviser of the Fund and approving this Agreement; 


  

	 	(b)	 if and to the extent the Fund has any shareholders and to the extent required, (i) proof of shareholder
approval of the appointment of the Sub-Adviser, or (ii) a 















	 	(c)	 the most recent Prospectus, Summary Prospectus and Statement of Additional Information relating to any class of
Shares representing interests in the Fund (such Prospectus, Summary Prospectus and Statement of Additional Information, as presently in effect, and all amendments and supplements thereto, are herein collectively referred to as the
“Prospectus”); 


  

	 	(d)	 The Fund’s Advisory Agreement; 



 

	 	(e)	 The Trust’s most recent effective registration statement and financial statements as filed with the
Securities and Exchange Commission (if any); 


  

	 	(f)	 The Trust’s Agreement and Declaration of Trust and By-Laws; and



  

	 	(g)	 Any policies, procedures or instructions adopted or approved by the Trust’s Board of Trustees relating to
obligations and services provided by the Sub-Adviser. 


 The Investment Adviser
will furnish the Sub-Adviser from time to time with copies of all amendments of or supplements to the foregoing. 
  

	3.	 Management. Subject to the supervision of the Investment Adviser, the
Sub-Adviser will provide a continuous investment program for the Fund, including investment research and management with respect to the portion of the securities and investments and cash equivalents in the
Fund assigned to the Sub-Adviser. The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund
and place, from time to time, orders for all purchases and sales made for the Fund. The Sub-Adviser will provide the services under this Agreement in accordance with the Fund’s investment objectives,
policies, and restrictions as stated in the Prospectus and resolutions of the Trust’s Board of Trustees, provided that the Sub- Adviser has notice or knowledge of any changes by the Board of Trustees to such investment objectives, policies or
restrictions. 


 The Sub-Adviser is authorized on behalf of the Fund to
(i) enter into agreements and execute any documents required to meet the obligations of the Fund with respect to any investments made for the Fund Account which shall include any market and/or industry standard documentation and the standard
representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures. The Sub-Adviser further
shall have authority to instruct the Trust to: (i) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property
purchased or sold in the Fund, and (ii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Fund with respect to any investments made for
the Fund account. The Sub-Adviser shall not have the authority to cause the Trust to deliver securities and other property, or pay cash to the Sub-Adviser other than
payment of the management fee provided for in this Agreement. 

  
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 The Sub-Adviser further agrees that it: 

 

	 	(a)	 will use the same skill and care in providing such services as it uses in providing services to its other
similar client mandates for which it has investment responsibilities; 


  

	 	(b)	 will conform with all applicable Rules and Regulations of the Securities and Exchange Commission (the
“Commission”) under the 1940 Act and, in addition, will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to the investment advisory activities of the
Investment Adviser; 


  

	 	(c)	 will place or cause to be placed orders for a Fund either directly with the issuer or with any broker or
dealer. Subject to the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser may affect securities transactions which cause the Fund to pay an amount of
commission in excess of the amount of commission another broker or dealer would have charged, provided that the Investment Adviser determined in good faith that such amount of commission is reasonable in relation to the value of brokerage and
research services provided by the broker or dealer utilized by the Investment Adviser. However, a broker or dealer’s sale or promotion of Fund shares shall not be a factor considered by the Sub-Adviser or
its personnel responsible for selecting brokers or dealers to effect securities transactions on behalf of the Fund(s), nor shall the Sub-Adviser enter into any agreement or understanding under which it will
direct brokerage transactions or revenue generated by those transactions to brokers or dealers to pay for distribution of Fund shares. In no instance will portfolio securities be purchased from or sold to the Trust’s principal underwriter, the
Investment Adviser, the Sub-Adviser or any affiliated person of the Trust, the Trust’s principal underwriter, Investment Adviser or Sub-Adviser, except to the
extent permitted by the 1940 Act and the Commission; 


  

	 	(d)	 will maintain all books and records with respect to the securities transactions of the Fund and will furnish
the Trust’s Board of Trustees with such periodic and special reports as the Board may request; and 


 Notwithstanding
any other provision to the contrary, the Sub-Adviser shall have no obligation to perform the following services or to have employees of the Sub-Adviser perform the
following roles, as applicable: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Fund or its investments or strategies; (b) providing employees of the Sub-Adviser to serve as officers of the Trust; 
 (c) providing employees of the Sub-Adviser to serve as the Trust’s Chief Compliance Officer and associated staff; or (d) monitoring or informing the Adviser of class action litigation involving the securities held by the Fund. 

The Sub-Adviser may delegate portfolio management and administrative and back office duties to its
affiliates and may share such information as necessary to accomplish these purposes. In all cases, the Sub-Adviser shall remain liable as if such services were provided directly. No additional fees shall be
imposed for such services except as otherwise agreed. 

  
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	4.	 Objective, Policies and Restrictions. The Investment Adviser will, or will cause the Trust to, on an
ongoing basis, notify the Sub-Adviser in advance in writing of each change in the fundamental and non-fundamental investment policies of the Fund and will provide the Sub-Adviser with such further information concerning the investment objective, policies, restrictions and such other information applicable thereto as the Sub- Adviser may from time to time reasonably request for
performance of its obligations under this Agreement. 


  

	5.	 Transaction Procedures. All transactions will be consummated by payment to or delivery by the custodian
designated by the Trust (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund, and the Sub-Adviser
shall not have possession or custody thereof. The Sub-Adviser shall advise the Custodian and confirm in writing to the Trust and to the administrator designated by the Trust or any other designated agent of
the Trust, all investment orders for the Fund placed by it with brokers and dealers. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Adviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, the Sub-Adviser shall have no responsibility
or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian. 


  

	6.	 Proxies. The Investment Adviser hereby delegates to the
Sub-Adviser the Investment Adviser’s discretionary authority to exercise voting rights with respect to the securities and other investments. The Sub-Adviser shall
have the power to vote, either in person or by proxy, the portion of the securities assigned to the Sub-Adviser in which the Fund may be invested from time to time. The
Sub-Adviser will provide the Investment Adviser with a copy of the Sub-Adviser’s proxy voting policies and procedures and establish a process for the timely
distribution of the Sub-Adviser’s voting record with respect to the Fund’s securities and other information necessary for the Fund to complete information required by Form N-1A under the 1940 Act and the Securities Act of 1933, as amended, Form N-PX under the 1940 Act, and Form N-CSR under the
Sarbanes-Oxley Act of 2002, as amended, respectively. 


  

	7.	 Agent. Subject to any other written instructions of the Investment Adviser or the Trust, the Sub-Adviser is hereby appointed as agent and attorney-in-fact for the Fund for the limited purposes of executing account documentation,
agreements, contracts and other documents as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Fund. Upon written request by the
Investment Adviser, the Sub-Adviser agrees to provide the Investment Adviser and the Trust with copies of any such agreements executed specifically on behalf of the Fund. 



 

	8.	 Services Not Exclusive. 



 

	 	(a)	 The Sub-Adviser and its officers may act and continue to act as
investment managers for others, and nothing in this Agreement shall in any way be deemed to restrict the right of the Sub-Adviser to perform investment management or other services for any other person or
entity, and the performance of such services for others shall not be deemed to violate or give rise to any duty or obligation to the Fund or the Trust. 



  
 4 














	 	(b)	 Nothing in this Agreement shall limit or restrict the Sub-Adviser,
affiliates, or any of either of their respective members, partners, officers, or employees from buying, selling or trading in any securities for its or their own account. The Investment Adviser acknowledges (and represents that the Trust has
acknowledged) that the Sub-Adviser, its affiliates and their respective members, partners, officers, employees and other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in
investments which are at the same time being acquired or disposed of for the Fund. The Sub-Adviser shall have no obligation to acquire for the Fund a position in any investment which the Sub- Adviser, any
affiliate, or any of their respective members, partners, officers, or employees may acquire for its or their own accounts or for the account of another client, so long as it continues to be the policy and practice of the Sub-Adviser not to favor or disfavor consistently or consciously any client or class of clients in the allocation of investment opportunities so that, to the extent practical, such opportunities will be allocated
among clients over a period of time on a fair and equitable basis. 


  

	 	(c)	 The Sub-Adviser agrees that this Section does not constitute a waiver
by the Trust or the Investment Adviser of the obligations imposed upon the Sub- Adviser to comply with Sections 17(d) and 17(j) of the 1940 Act, and the rules thereunder, nor constitute a waiver by the Trust
or the Investment Adviser of the obligations imposed upon the Sub-Adviser under Section 206 of the Investment Advisers Act of 1940 and the rules thereunder. Further, the
Sub-Adviser agrees that this does not constitute a waiver by the Trust or the Investment Adviser of the fiduciary obligation of the Sub-Adviser arising under federal or
state law, including Section 36 of the 1940 Act. The Sub-Adviser agrees that this Section 8 shall be interpreted consistent with the provisions of Section 17(i) of the 1940 Act.



  

	9.	 Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Fund are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trust’s request, provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser
further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.



  

	10.	 Expenses. During the term of this Agreement, the Sub-Adviser
will pay all expenses incurred by it in connection with its activities under this Agreement. Notwithstanding anything to the contrary, the Sub-Adviser shall, for absence of doubt, not (i) pay for the cost
of securities (including brokerage commissions, if any, taxes, borrowing costs (such as dividend expenses on securities sold short and interest)) purchased for the Fund, or (ii) be required to pay any other expenses of or for the Trust or the Fund
that have not been expressly assumed by the Investment Adviser. 



  
 5 














	11.	 Compensation. For the services provided pursuant to this Agreement, the Investment Adviser will pay the Sub-Adviser and the Sub-Adviser will accept as full compensation therefor a fee as set forth on Schedule A hereto. Such fee will be paid quarterly in arrears.



  

	12.	 Limitation of Liability. 



 

	 	(a)	 The Sub-Adviser, its officers, directors, employees, agents or
affiliates shall not be liable to the Investment Adviser or the Fund or their directors, officers, employees, agents or affiliates for any act, omission, error of judgment or mistake of law or for any loss suffered by the Fund in connection with the
performance of the Sub-Adviser’s duties under this Agreement or its failure to perform due to events beyond the reasonable control of the Sub-Adviser or its agents,
except for a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the
Sub-Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. 



 

	 	(b)	 The Sub-Adviser makes no representation or warranty, express or
implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser,
whether public or private. The Sub-Adviser shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to the Fund in connection with fluctuations arising from
market movements and other events outside the control of the Sub- Adviser or its agents. 


  

	 	(c)	 The Sub-Adviser shall not be liable to the Investment Adviser, the
Fund, or their shareholders, or the Trust for any action taken of failure to act in good faith reliance upon: (i) information, instructions, or requests, whether oral or written, with respect to the Fund made to the Sub-Adviser by a duly authorized officer of the Investment Adviser or the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board of
Trustees of the Trust; all except by reason of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, fraud, reckless disregard, or willful misconduct in connection with performing its duties
under this Agreement. 


  

	 	(d)	 Without limiting the generality of the foregoing, neither the Adviser nor the Sub- Adviser will be liable for
any indirect, special, incidental, or consequential damages. 


  

	13.	 Duration and Termination. Unless sooner terminated, this Agreement shall continue for an initial period
of no more than two years from the date above, and thereafter shall continue automatically for successive annual periods with respect to the Fund, provided such continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called 



  
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 for the purpose of voting on such approval, and by the vote of a majority of the
Trust’s Board of Trustees or (b) by a vote of the “vote of a majority of the outstanding voting securities” of the Fund, which means the lesser of (i) 67% of the shares of the Fund represented at a meeting if holders of more than
50% of the outstanding shares of the Fund are present in person or by proxy or (ii) more than 50% of the outstanding shares of the Fund. 
  

	14.	 Termination. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any
penalty,: 


  

	 	(a)	 by the Trust by vote of the Trust’s Board of Trustees or by a vote a majority of the outstanding voting
securities of the Fund; 


  

	 	(b)	 by the Investment Adviser or the Sub-Adviser at any time on 60
days’ written notice; 


  

	 	(c)	 by any party hereto upon written notice to the other party in the event of a breach of any provision of this
Agreement by the other party if the breach is not cured within 20 days of written notice of the breach; or 


  

	 	(d)	 Immediately in the event of its assignment. 



 

	15.	 Sub-Adviser’s Representations. The Sub-Adviser hereby represents and warrants that it is willing and possesses all requisite legal authority to provide the services contemplated by this Agreement without violation of applicable law and regulations.
The Sub-Adviser further represents the following: 


  

	 	(a)	 The Sub-Adviser is registered as an investment adviser under the
Advisers Act; 


  

	 	(b)	 The Sub-Adviser is a corporation duly organized and properly registered
and operating under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted and as proposed to be conducted hereunder; 



 

	 	(c)	 The execution, delivery and performance by the Sub-Adviser of this
Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary actions of its directors or shareholders, and no action by, or in respect of, or filing with, any governmental
body, agency or official is required on the part of the Sub-Adviser for execution, delivery and performance by the Sub- Adviser of this Agreement, and the execution, delivery and performance by the Sub-Adviser of this Agreement do not contravene or constitute a violation of, or a material default under, (i) any provision of applicable law, rule or regulation, (ii) the
Sub-Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser; and



  

	 	(d)	 The Form ADV provided to the Investment Adviser and the Trust by the Sub- Adviser is a true and complete copy
of the form, and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were
made, not misleading. 



  
 7 














	16.	 Investment Adviser Representations. The Investment Adviser hereby represents and warrants that it is
willing and possesses all requisite legal authority to retain the Sub- Adviser to assist it in the provision of a continuous investment program for the portion of the Fund’s assets assigned to the
Sub-Adviser by the Investment Adviser. The Investment Adviser further acknowledges, represents, and warrants that: 


  

	 	(a)	 If the Sub-Adviser is registered as a Commodity Trading Advisor under the Commodity Exchange Act, the
Investment Adviser consents to the Sub-Adviser’s compliance with the alternative disclosure and recordkeeping standard available to exempt accounts under CFTC Rule 4.7 with respect to the Fund’s
trading in commodity interests, provided that the Sub-Adviser has duly filed a notice of claim for such relief pursuant to Rule 4.7(d). The Investment Adviser will take reasonable steps to cooperate with the Sub-Adviser in connection with establishing and maintaining such exemption under Rule 4.7, including, upon request whether the Fund is a “qualified eligible person” (“QEP”) as defined in Rule
4.7. 


  

	 	(b)	 If the Investment Adviser is excluded from the definition of a commodity pool operator under CFTC Rule 4.5 with
respect to the Fund, the Investment Adviser will furnish the Sub-Adviser with a copy of the notice of eligibility filed pursuant to Rule 4.5 (c) with respect to such exclusion, or, if more recent, the most
recent annual notice affirming the basis of such eligibility that has been filed pursuant to Rule 4.5(c)(5). 


  

	 	(c)	 The assets in the Fund are free from all liens and charges and undertakes that no liens or charges will arise
from the acts or omissions of the Investment Adviser and the Trust which may prevent the Sub-Adviser from giving a first priority lien or charge on the assets solely in connection with the Sub-Adviser’s authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Fund with respect to any investments made pursuant to the Prospectus; and



  

	 	(d)	 The Investment Adviser acknowledges that the Sub-Adviser is not the
compliance agent for the Fund or for the Investment Adviser, and does not have access to all of the Fund’s books and records necessary to perform certain compliance testing. To the extent that the
Sub-Adviser has agreed to perform the services specified under this Agreement in accordance with applicable law (including Section 851 of the IRC, the Act and the Advisers Act (“Applicable
Law”)) and in accordance with the Trust Documents, policies and determinations of the Board of Trustees of the Trust and the Investment Adviser, and the Fund’s Prospectus (collectively the “Charter Requirements”) the Sub-Adviser shall perform such services based upon its books and records with respect to the Fund, which comprise a portion of the Trust’s books and records, and upon written instructions received from the
Funds, the Adviser or the Trust’s administrator, and shall not be held responsible under 



  
 8 













 this Agreement so long as it performs such services in accordance with this Agreement, the
Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Funds, the Adviser or the Trust’s administrator. The Sub-Adviser shall be afforded a
reasonable amount of time to implement any such instructions (for example, if instructed not to trade on behalf of securities of certain specified Investment Adviser or the Trust’s affiliates, the
Sub-Adviser shall be notified and afforded five business days after receipt of such instruction to implement this trading restriction). 
  


	17.	 Confidentiality. Without the prior consent of the other party, no party shall disclose Confidential
Information (as defined below) of any other party received in connection with the services provided under this Agreement. The receiving party shall use the same degree of care as it uses to protect its own confidential information of like nature,
but no less than a reasonable degree of care, to maintain in confidence the Confidential Information of the disclosing party. The foregoing provisions shall not apply to any information that (i) is, at the time of disclosure, or thereafter
becomes, part of the public domain through a source other than the receiving party, (ii) is subsequently learned from a third party that, to the knowledge of the receiving party, is not under an obligation of confidentiality to the disclosing
party, (iii) was known to the receiving party at the time of disclosure, or (iv) is generated independently by the receiving party, or (v) is disclosed pursuant to applicable law, subpoena, applicable professional standards, request
of a governmental or regulatory agency, or other process after reasonable notice to the other party. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is
entitled, in addition to all other remedies at law or in equity, to an injunction or injunctions without bond or other security to prevent breaches of this provision. 



 

	18.	 Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged or
terminated orally, and no amendment of this Agreement shall be effective until approved by the Board, including a majority of the trustees who are not interested persons of the Adviser or of the Trust, cast in person at a meeting called for the
purpose of voting on such approval, and (if required under interpretations of the 1940 Act by the Securities and Exchange Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the Fund to which the
amendment relates. 


  

	19.	 Governing Law. This Agreement shall be governed by and its provisions shall be construed in accordance
with the laws of the State of Delaware. 


  

	20.	 Notice. Any notice that is required to be given by the parties to each other under the terms of this
Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or email addresses, which may from time to time be changed by
the parties by notice to the other party: 



  
 9 













 If to the Sub-Adviser: 

ATTN: Legal Department 
 UBS
Global Asset Management (Americas) Inc. One North Wacker Drive 
 Chicago, IL 60606 

Email: mark.kemper@ubs,com 

If to the Investment Adviser: 

Andrei Cherny 
 Chief Executive
Officer 
 Aspiration Fund Adviser, LLC 

4640 Admiralty Way 
 Marina Del
Rey, CA 90292 
 Email: acherny@aspiration.com 

Consent to Electronic Delivery 
 E-mail messages are not encrypted and cannot be guaranteed to be secure or error-free as information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or contain viruses without the
knowledge of the sender or intended recipient. The Investment Adviser consents to the Sub-Adviser providing confidential information regarding the Services through
e-mail, and the Investment Adviser hereby releases the Sub-Adviser from liability for any damages that may occur as a result of these matters. 

 

	21.	 Survival. Sections 15 and 16, respectively, shall survive for the duration of this Agreement and the Sub-Adviser shall promptly notify the Investment Adviser in writing upon becoming aware that any of the foregoing representations and warranties are no longer true or accurate in all material effects.



  

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


  

	23.	 Captions. The captions herein are included for convenience of reference only and shall be ignored in the
construction or interpretation hereof. 


  

	24.	 Severability. If any provision of this Agreement shall be held or made invalid by a court decision or
applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect. 


  

	25.	 Entire Agreement. This Agreement, together with all exhibits, attachments and appendices, contains the
entire understanding and agreement of the parties with respect to the subject matter hereof. 


 [remainder of page
intentionally left blank] 

  
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 Pursuant to an exemption from the CFTC in connection with accounts of QEPs, this account document is not
required to be, and has not been, filed with the CFTC. The CFTC docs not pass upon the merits of participating in a trading program or upon the adequacy or accuracy of Sub-Adviser’s disclosure.
Consequently, the CFTC has not reviewed or approved this trading program or account document. 
 IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and year first above written. 
  

			
	Aspiration Fund Adviser, LLC
		
	By:	 	 /s/ Andrei Cherny

	Name: Andrei Cherny
	Title: CEO
	
	UBS Global Asset Management (Americas) Inc.
		
	By:	 	 /s/ Nicholas Griparich

	Name: Nicholas Griparich
	Title: Executive Director
		
	By:	 	 /s/ Jennifer Wiley

	Name: Jennifer Wiley
	Title: Executive Director














 DATED: March 30, 2015 

Updated: December 6, 2016 

SCHEDULE A 
 TO THE

 SUB-INVESTMENT ADVISORY AGREEMENT 

BETWEEN 
 ASPIRATION FUND
ADVISER, LLC 
 AND 

UBS Global Asset Management (Americas) Inc. 
  

			
	 Name of Fund
	  	 Compensation

	Aspiration Redwood Fund	  	 •  50% of fees received, in arrears by Aspiration Fund Adviser for Advisory
Services to the Fund on the first $250 million
  

•  30% of fees received, in arrears by Aspiration Fund Adviser for Advisory Services to the Fund on
the next $750 million
  

•  20% of fees received, in arrears by Aspiration Fund Adviser for Advisory Services to the Fund
thereafter
  
 UBS shall waive 10% of its earned fees which will be marked as a donation
to the 501(c)3 Aspiration Foundation


  

			
	Aspiration Fund Adviser, LLC
		
	By:	 	              

	Name:	 	              

	Title:	 	              

	
	UBS Global Asset Management (Americas) Inc.
		
	By:	 	              

	Name:	 	              

	Title: