FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT

This First Amendment to the Investment Advisory Agreement (the “Amendment”) is effective as of January 1, 2020 and is made by and between Ultimus Managers Trust, an Ohio business trust (the “Trust”) and Sun Life Capital Management (U.S.) LLC, formerly Ryan Labs Asset Management Inc., a Delaware corporation (the “Adviser”) on behalf of each series of the Trust set forth on Schedule A to the Investment Advisory Agreement, dated March 31, 2015 between the Trust and the Adviser (the “Agreement”).

WHEREAS, as part of a rebranding and corporate restructuring effort by its parent company, Ryan Labs Asset Management Inc. was merged with and into its affiliate, Sun Life Capital Management (U.S.) LLC effective January 1, 2020;

WHEREAS, the Adviser has represented to the Trust that the merger did not result in an assignment under the Investment Company Act of 1940, as amended;

WHEREAS, as a result of the merger, the Adviser is now named Sun Life Capital Management (U.S.) LLC; and

WHEREAS, the Adviser and the Trust wish to amend the Agreement to reflect the Adviser’s new name.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Adviser and the Trust do hereby amend the Agreement to reflect the Adviser’s name as Sun Life Capital Management (U.S.) LLC

Except as hereby amended, the Agreement shall remain in full force and effect.

This Amendment 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.

IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by its duly authorized officer as of the date and year first above written.

FIRST AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT

This First Amendment to the Investment Advisory Agreement (the “Amendment”) is effective as of January 1, 2020 and is made by and between Ultimus Managers Trust, an Ohio business trust (the “Trust”) and Sun Life Capital Management (U.S.) LLC, formerly Ryan Labs Asset Management Inc., a Delaware corporation (the “Adviser”) on behalf of each series of the Trust set forth on Schedule A to the Investment Advisory Agreement, dated November 13, 2015 between the Trust and the Adviser (the “Agreement”).

WHEREAS, as part of a rebranding and corporate restructuring effort by its parent company, Ryan Labs Asset Management Inc. was merged with and into its affiliate, Sun Life Capital Management (U.S.) LLC effective January 1, 2020;

WHEREAS, the Adviser has represented to the Trust that the merger did not result in an assignment under the Investment Company Act of 1940, as amended;

WHEREAS, as a result of the merger, the Adviser is now named Sun Life Capital Management (U.S.) LLC; and

WHEREAS, the Adviser and the Trust wish to amend the Agreement to reflect the Adviser’s new name.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Adviser and the Trust do hereby amend the Agreement to reflect the Adviser’s name as Sun Life Capital Management (U.S.) LLC

Except as hereby amended, the Agreement shall remain in full force and effect.

This Amendment 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.

IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by its duly authorized officer as of the date and year first above written.

INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement (the “Agreement”) is made and entered into effective as of September 8, 2020, by and between Ultimus Managers Trust, an Ohio business trust (the “Trust”) on behalf of each series of the Trust set forth on Schedule A attached hereto (individually the “Fund” and collectively the “Funds”), a series of shares of the Trust, and Evolutionary Tree Capital Management LLC, a Delaware limited liability company (the “Adviser”).

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 offers for sale distinct series of shares of beneficial interest, each corresponding to a distinct portfolio, including, the Fund; and

WHEREAS, the Trust desires to avail itself of the services, information, advice, assistance and facilities of an investment adviser on behalf of the Fund, and to have that investment adviser provide or perform for the Fund various research, statistical and investment services; and

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”), and engages in the business of asset management and is willing to furnish such services to the Fund on the terms and conditions hereinafter set forth;

NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:

1. Employment of the Adviser. The Trust hereby employs the Adviser to invest and reinvest the assets of the Fund in the manner set forth in Section 2 of this Agreement subject to the direction of the Board of Trustees of the Trust (“Trustees”) and the officers of the Trust, for the period, in the manner, and on the terms set forth hereinafter. The Adviser hereby accepts such employment and agrees during such period to render the services and to assume the obligations herein set forth. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

2. Obligations of Investment Adviser

(a) Services. The Adviser agrees to perform the following services (the “Services”) for the Trust:

(1) manage the investment and reinvestment of the assets of the Fund;

(2) continuously review, supervise, and administer the investment program of the Fund;

(3) determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions) with respect to the Fund;

(4) provide the Trust and the Fund with records concerning the Adviser’s activities under this Agreement which the Trust and the Fund are required to maintain;

(5) render regular reports to the Trust’s Trustees and officers concerning the Adviser’s discharge of the foregoing responsibilities; and

(6) perform such other services as agreed by the Adviser and the Trust from time to time.

The Adviser shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Trust and in compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund’s objectives, policies, and limitations as set forth in its prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”), as the same may be amended from time to time; and (iii) with all applicable laws and regulations. All Services to be furnished by the Adviser under this Agreement may be furnished through the medium of any directors, officers or employees of the Adviser or through such other parties as the Adviser may determine from time to time.

(b) Expenses and Personnel. The Adviser agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required in the judgment of the Trustees and officers of the Trust to perform the Services on the terms and for the compensation provided herein. The Adviser shall authorize and permit any of its officers, directors and employees, who may be elected as Trustees or officers of the Trust, to serve in the capacities in which they are elected. Except to the extent expressly assumed by the Adviser herein and except to the extent required by law to be paid by the Adviser, the Trust shall pay all costs and expenses in connection with its operation.

(c) Books and Records. All books and records prepared and maintained by the Adviser for the Trust and the Fund under this Agreement shall be the property of the Trust and the Fund and, upon request therefor, the Adviser shall surrender to the Trust and the Fund such of the books and records so requested.

3. Fund Transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Adviser shall seek to obtain the best overall execution for Fund transactions, which is a combination of price, quality of execution and other factors. The Adviser may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Adviser with brokerage, research, analysis, advice and similar services, and the Adviser may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Adviser determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Adviser to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Adviser will promptly communicate to the Trustees and the officers of the Trust such information relating to portfolio transactions as they may reasonably request.

4. Compensation of the Adviser. As compensation for the services that the Adviser is to provide or cause to be provided pursuant to Paragraph 2, the Fund shall pay to the Adviser an annual fee, computed and accrued daily and paid in arrears monthly, at the rate set forth on Schedule A, which shall be a percentage of the average daily net assets of the Fund (computed in the manner set forth in the Fund’s most recent Prospectus and Statement of Additional Information) determined as of the close of business on each business day throughout the month. If the Adviser shall so request in writing, with the approval of the Trustees, some or all of such fee shall be paid directly to a sub-adviser. The fee for any partial month under this Agreement shall be calculated on a proportionate basis.

5. Status of Investment Adviser. The services of the Adviser to the Trust and the Fund are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its Services to the Trust and the Fund are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed an agent of the Trust or the Fund. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser, who may also be a trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

6. Permissible Interests. Trustees, agents, and stockholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of the Adviser are or may be interested in the Trust as Trustees, stockholders or otherwise; and the Adviser (or any successor) is or may be interested in the Trust as a stockholder or otherwise.

7. Limits of Liability; Indemnification. The Adviser assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust’s registration statement under the Act or the Securities Act of 1933, as amended (“1933 Act”), except for information supplied by the Adviser for inclusion therein. The Trust agrees to indemnify the Adviser to the full extent permitted by the Trust’s Declaration of Trust, a copy of which is on file with the Secretary of the State of Ohio. Notice is hereby given that this instrument is executed on behalf of the Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust (or if the matter relates only to a particular Fund, that Fund), and the Adviser shall look only to the assets of the Trust, or the particular Fund, for the satisfaction of such obligations or any liability arising in connection therewith, and no other series of the Trust shall incur any liability or obligation in connection therewith.

8. Term. This Agreement shall remain in effect for an initial term of two years from the date hereof, and from year to year thereafter provided such continuance is approved at least annually by the vote of a majority of the trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) of the Trust, which vote must be cast in person at a meeting called for the purpose of voting on such approval; provided, however, that:

(a)  the Trust may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice of a decision to terminate this Agreement by (i) the Trustees; or (ii) the vote of a majority of the outstanding voting securities of the Fund;

(b)  the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules thereunder);

(c) the Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to the Trust and the Fund; and

(d) the terms of paragraph 7 of this Agreement shall survive the termination of this Agreement.

9. Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities.

10. Applicable Law. This Agreement shall be construed in accordance with, and governed by, the substantive laws of the State of Ohio without regard to the principles of the conflict of laws or the choice of laws.

11. Representations and Warranties

(a) Representations and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows: (i) the Adviser is a limited liability corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Adviser is registered as an investment adviser with the Securities and Exchange Commission (“SEC”) under the Advisers Act, and shall maintain such registration in effect at all times during the term of this Agreement.

(b) Representations and Warranties of the Trust. The Trust hereby represents and warrants to the Adviser as follows: (i) the Trust has been duly organized as a business trust under the laws of the State of Ohio and is authorized to enter into this Agreement and carry out its terms; (ii) the Trust is registered as an investment company with the SEC under the Act; (iii) shares of the Fund are registered for offer and sale to the public under the 1933 Act; and (iv) such registrations will be kept in effect during the term of this Agreement.

12. Structure of Agreement. The Trust is entering into this Agreement solely on behalf of the Fund or Funds named herein individually and not jointly. Notwithstanding any to the contrary in this Agreement, no breach of any term of this Agreement shall create a right or obligation with respect to any series of the Trust other than the Fund; (b) under no circumstances shall the Adviser have the right to set off claims relating to the Fund by applying property of any other series of the Trust; and (c) the business and contractual relationships created by this Agreement, consideration for entering into this Agreement, and the consequences of such relationship and consideration relate solely to the Trust and the Fund.

13. Compliance Procedures. The Adviser will, in accordance with Rule 206(4)-7 of the Advisers Act, adopt and implement written policies and procedures reasonably designed to prevent violations of the Advisers Act and will provide the Trust with copies of such written policies and procedures upon request.

14. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

15. Notice. Notices of any kind to be given to the Trust hereunder by the Adviser shall be in writing and shall be duly given if mailed or delivered to the Ultimus Managers Trust at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, Attention: Director of Fund Administration, or to such other address or to such individual as shall be so specified by the Trust to the Adviser. Notices of any kind to be given to the Adviser hereunder by the Trust shall be in writing and shall be duly given if mailed or delivered to Evolutionary Tree Capital Management LLC at 1199 N. Fairfax Street, Suite 801, Alexandria, VA 22314, Attention: Thomas Ricketts, or at such other address or to such individual as shall be so specified by the Adviser to the Trust. Notices shall be deemed received when delivered in person or within four days after being deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested or upon receipt of proof of delivery when sent by overnight mail or overnight courier, addressed as stated above.

16. Trade Name and Service Marks. The Trust and Fund acknowledge that the Adviser uses and claims rights in the“Evolutionary Tree” trade name and word and logo service marks. The Adviser hereby grants permission to the Trust and the Fund to use the “Evolutionary Tree” trade name and service marks in connection with the subject matter of this Agreement so long as neither party has terminated this Agreement. The parties agree that the use of the “Evolutionary Tree” trade name and service marks in connection with the Adviser’s services hereunder will inure to the benefit of the Adviser.

In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.

SCHEDULE A

TO

INVESTMENT ADVISORY AGREEMENT

BETWEEN

ULTIMUS MANAGERS TRUST

AND

EVOLUTIONARY TREE CAPITAL MANAGEMENT LLC

ULTIMUS MANAGERS TRUST

SEVENTEENTH AMENDMENT TO THE

CUSTODY AGREEMENT

THIS SEVENTEENTH AMENDMENT dated as of the 3^rd December, 2019 to the Custody Agreement, dated as of June 5, 2012, as amended August 20, 2012, August 21, 2012, December 31, 2012, May 28, 2013, September 11, 2013, May 15, 2014, August 26, 2014, November 11, 2014, March 24, 2015, April 6, 2015, July 9, 2015, August 26, 2015, December 16, 2015, July 28, 2016, January 23, 2017 and May 24, 2017 (the “Custody Agreement”), is entered into by and between ULTIMUS MANAGERS TRUST, an Ohio business trust, (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Custody Agreement; and

WHEREAS, the parties desire to amend the Agreement to add the following funds as a series of the Trust:

Q3 All-Weather Sector Rotation Fund,

Q3 All-Weather Tactical Fund;

and

WHEREAS, Article XV, Section 15.02 of the Custody Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Exhibit Q is hereby added to the Custody Agreement and attached hereto.

Except to the extent amended hereby, the Custody Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

ULTIMUS MANAGERS TRUST

EIGHTEENTH AMENDMENT TO THE

CUSTODY AGREEMENT

THIS EIGHTEENTH AMENDMENT dated as of the 29^th day of January 2020 to the Custody Agreement, dated as of June 5, 2012, as amended August 20, 2012, August 21, 2012, December 31, 2012, May 28, 2013, September 11, 2013, May 15, 2014, August 26, 2014, November 11, 2014, March 24, 2015, April 6, 2015, July 9, 2015, August 26, 2015, December 16, 2015, July 28, 2016, January 23, 2017, May 24, 2017 and 3^rd December, 2019 (the “Custody Agreement”), is entered into by and between ULTIMUS MANAGERS TRUST, an Ohio business trust, (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into the Custody Agreement; and

WHEREAS, the parties desire to amend the Agreement to update the funds on Exhibit F; and

WHEREAS, Article XV, Section 15.02 of the Custody Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

Except to the extent amended hereby, the Custody Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Eighteenth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

FOR ULTIMUS MANAGERS TRUST

THIS SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”), dated as of January 1, 2020, is made and entered into by and between the Ultimus Managers Trust, an Ohio business trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A attached hereto (each a “Fund” and collectively, the “Funds”), and Sun Life Capital Management (U.S.) LLC, formerly Ryan Labs Asset Management Inc. (the “Adviser”).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Adviser has been appointed the investment adviser of each Fund pursuant to an Investment Advisory Agreement between the Trust, on behalf of each Fund, and the Adviser (the “Advisory Agreement”); and

WHEREAS, the Trust and the Adviser entered into that certain Expense Limitation Agreement (the “Original Expense Limitation Agreement”) dated January 24, 2017, under which the Adviser agreed to limit the expenses of each Fund in order to help maintain each Fund’s expense ratio within a certain operating expense limit; and

WHEREAS, the Trust and the Adviser caused the Original Expense Limitation Agreement to be amended and restated in its entirety pursuant to an Amended and Restated Limitation Agreement (the “Amended and Restated Expense Limitation Agreement”), dated February 1, 2019; and

WHEREAS, the Trust and the Adviser wish to amend and restate the Amended and Restated Expense Limitation Agreement to update the name of the adviser and extend the term of the agreement; and

WHEREAS, each Fund may, from time to time, invest in affiliated or unaffiliated money market funds, other investment companies such as exchange-traded funds (“ETFs”), such underlying investments collectively referred to herein as “Acquired Funds”;

NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:

1. For each Fund, the Adviser agrees, subject to Section 2 hereof, to reduce the fees payable to it under the Advisory Agreement (but not below zero) and/or reimburse other expenses of each Fund, through the applicable termination date set forth on Schedule A, to the extent necessary to limit the Total Annual Operating Expenses of each class of shares of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; costs to organize the Fund; Acquired Fund fees and expenses; and extraordinary expenses such as litigation and merger or reorganization costs; and other expenses not incurred in the ordinary course of such Fund’s business) to the amount of the “Maximum Operating Expense Limit” applicable to each Fund and each class of shares thereof as set forth on the attached Schedule A.

2. The applicable Fund agrees to pay to the Adviser the amount of fees (including any amounts foregone through limitation or reimbursed pursuant to Section 1 hereof) that, but for Section 1 hereof, would have been payable by the applicable Fund to the Adviser pursuant to the Advisory Agreement or which have been reimbursed in accordance with Section 1 hereof (the “Deferred Fees”), subject to the limitations provided in this Section 2. Such repayment shall be made monthly, but only if the operating expenses of the applicable Fund and each class of shares of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; costs to organize the Fund; Acquired Fund fees and expenses; and extraordinary expenses such as litigation and merger or reorganization costs; and other expenses not incurred in the ordinary course of such Fund’s business) without regard to such repayment, are at an annual rate (as a percentage of the average daily net assets of the applicable Fund) that is equal to or less than the “Maximum Operating Expense Limit” of the respective class of shares of the applicable Fund, as set forth on Schedule A. Furthermore, the amount of Deferred Fees paid by the applicable Fund in any month shall be limited so that the sum of (a) the amount of such payment and (b) the other operating expenses of the Fund (exclusive of brokerage costs; taxes; interest; borrowing costs such as interest and dividend expenses on securities sold short; costs to organize the Fund; Acquired Fund fees and expenses; and extraordinary expenses such as litigation and merger or reorganization costs; and other expenses not incurred in the ordinary course of such Fund’s business) do not exceed (x) the “Maximum Operating Expense Limit” for the respective class of shares of the applicable Fund then in effect and (y) the “Maximum Operating Expense Limit” for the respective class of shares of the applicable Fund in effect at the time the expenses to be repaid were incurred.

Deferred Fees are subject to repayment by the Fund for a period of 36 months after the end of the fiscal month in which the Deferred Fees were incurred. Notwithstanding anything to the contrary in this Agreement, in no event will one Fund be obligated to pay any Deferred Fees with respect to any other series of the Trust.

3. This Agreement with respect to each Fund shall continue in effect until the applicable termination date set forth on Schedule A and annually thereafter provided each such continuance is specifically approved by a majority of the Trustees of the Trust who (i) are not “interested persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (“Non-Interested Trustees”). Nevertheless, this Agreement may be terminated by either party hereto, without payment of any penalty, upon written notice at least ninety (90) days prior to the end of the then-current term of the Agreement to the other party at its principal place of business; provided that, in the case of termination by the Trust, such action shall be authorized by resolution of a majority of the Non-Interested Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. Any termination pursuant to this Section 3 shall become effective, unless otherwise specifically agreed upon, on the last day of the then-current term of the Agreement. This Agreement will terminate automatically as to a Fund if the Advisory Agreement with respect to that Fund is terminated. Upon the termination of this Agreement for any reason, the Adviser acknowledges and agrees that (i) it remains liable for all fee reductions and reimbursement obligations pursuant to Section 1 hereof that accrued prior to the termination of this Agreement and (ii) the obligations under Section 2 hereof shall cease and terminate as to all Funds if the entire Agreement is terminated, and if the entire Agreement is not terminated, as to each Fund with respect to which the Agreement is terminated.

4. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

5. This agreement may be modified only at the request of either party and with the approval of the Board of Trustees of the Trust (the “Board”).

Nothing herein contained shall be deemed to require the Trust or a Fund to take any action contrary to the Trust’s Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.

Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement for the Funds or the 1940 Act.

Notice is hereby given that this Agreement is executed by the Trust on behalf of each Fund by an officer of the Trust as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers, or shareholders individually but are binding only upon the assets and property belonging to the applicable Fund.

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

SCHEDULE A

to

SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

Dated January 1, 2020

Between

FOR ULTIMUS MANAGERS TRUST

And

SUN LIFE CAPITAL MANAGEMENT (U.S.) LLC

EXPENSE LIMITATION AGREEMENT

FOR ULTIMUS MANAGERS TRUST

THIS EXPENSE LIMITATION AGREEMENT (the “Agreement”), dated as of September 8, 2020, is made and entered into by and between the ULTIMUS MANAGERS TRUST, an Ohio business trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A attached hereto (each a “Fund”), and EVOLUTIONARY TREE CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Adviser has been appointed the investment adviser of the Fund pursuant to an Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser (the “Advisory Agreement”); and

WHEREAS, the Trust and the Adviser desire to enter into the arrangements described herein relating to certain expenses of the Fund in order to help maintain the Fund’s expense ratio within a certain operating expense limit; and

WHEREAS, the Fund may, from time to time, invest in affiliated or unaffiliated money market funds or other investment companies such as exchange-traded funds (“ETFs”), such underlying investments collectively referred to herein as “Acquired Funds”;

NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:

1. The Adviser agrees, subject to Section 2 hereof, to reduce the fees payable to it under the Advisory Agreement (but not below zero) and/or reimburse other expenses of each Fund, through the applicable termination date set forth on Schedule A, to the extent necessary to limit the total operating expenses of each class of shares of the Fund (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, Acquired Fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of such Fund’s business) to the amount of the “Maximum Operating Expense Limit” applicable to the Fund and each class of shares thereof as set forth on the attached Schedule A.

2. The Fund agrees to pay to the Adviser the amount of fees (including any amounts foregone through limitation or reimbursed pursuant to Section 1 hereof) that, but for Section 1 hereof, would have been payable by the Fund to the Adviser pursuant to the Advisory Agreement or which have been reimbursed in accordance with Section 1 hereof (the “Deferred Fees”), subject to the limitations provided in this Section 2. Such repayment shall be made monthly, but only if the operating expenses of the Fund (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund, Acquired Fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of such Fund’s business) without regard to such repayment, are at an annual rate (as a percentage of the average daily net assets of the Fund) that is equal to or less than the “Maximum Operating Expense Limit” of the respective class of shares of the Fund, as set forth on Schedule A. Furthermore, the amount of Deferred Fees paid by the Fund in any month shall be limited so that the sum of (a) the amount of such payment and (b) the other operating expenses of the Fund (exclusive of brokerage costs, taxes, interest, borrowing costs such as interest and dividend expenses on securities sold short, costs to organize the Fund Acquired Fund fees and expenses, and extraordinary expenses such as litigation and merger or reorganization costs and other expenses not incurred in the ordinary course of such Fund’s business) do not exceed (x) the “Maximum Operating Expense Limit” for the respective class of shares of the Fund then in effect and (y) the Maximum Operating Expense Limit for the respective class of shares of the Fund in effect at the time the expenses to be repaid were incurred.

Deferred Fees are subject to repayment by the Fund for a period of 36 months after the end of the fiscal month in which the Deferred Fees were incurred. Notwithstanding anything to the contrary in this Agreement, in no event will one Fund be obligated to pay any Deferred Fees with respect to any other series of the Trust.

3. This Agreement with respect to the Fund shall continue in effect until the applicable termination date set forth on Schedule A and annually thereafter provided each such continuance is specifically approved by a majority of the Trustees of the Trust who (i) are not “interested persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (“Non-Interested Trustees”). Nevertheless, this Agreement may be terminated by either party hereto, without payment of any penalty, upon written notice at least ninety (90) days prior to the end of the then-current term of the Agreement to the other party at its principal place of business; provided that, in the case of termination by the Trust, such action shall be authorized by resolution of a majority of the Non-Interested Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Fund. Any termination pursuant to this Section 3 shall become effective, unless otherwise specifically agreed upon, on the last day of the then-current term of the Agreement. This Agreement will terminate automatically as to the Fund if the Advisory Agreement with respect to that Fund is terminated. Upon the termination of the Agreement for any reason, the Adviser acknowledges and agrees that (i) it remains liable for all fee reductions and reimbursement obligations pursuant to Section 1 hereof that accrued prior to the termination of this Agreement and (ii) the obligations under Section 2 hereof shall cease and terminate as to the Fund if the entire Agreement is terminated, and if the entire Agreement is not terminated, as to each Fund with respect to which the Agreement is terminated.

4. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

5. This agreement may be modified only at the request of either party and with the approval of the Board of Trustees (the “Board”).

Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of its responsibility for and control of the conduct of the affairs of the Trust or the Fund.

Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Agreement for the Fund or the 1940 Act.

Notice is hereby given that this Agreement is executed by the Trust on behalf of the Fund by an officer of the Trust as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Fund.

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

SCHEDULE A

to

 

 

 

 

 

 

Code of Ethics Policy

This Code of Ethics (“Code”) sets forth standards of conduct and governs personal trading in securities and certain other activities by Access Persons and, in some circumstances, family members and others in a similar relationship. This Code applies equally to certain employees of:

Collectively referred to as “SLC Management” entities.

The SLC Management entities are indirect, wholly owned subsidiaries of Sun Life (“Sun Life”), a corporation organized in Canada. This Code complements the Sun Life Financial Code of Business Conduct in its commitment to fair dealing and integrity on the part of SLC Management. This Code also applies to employees of other companies in the Sun Life group of companies, who meet the definition of Access Persons.

The valid interests of SLC Management clients always take precedence over the personal interests of its personnel. SLC Management Access Persons owe a fiduciary duty to the firm’s clients and as such, have an obligation to conduct themselves in accordance with the following principles at all times:

As such, Access Persons must conduct their personal financial transactions and related activities, along with those persons with whom they share a personal relationship, in a manner that is consistent with this Code and in such way as to avoid any actual or potential conflict of interest(s) with the firm’s clients or abuse of their position of trust and responsibility.

 

 

SLC Management believes that even the appearance of conflict or unethical conduct could damage the firm’s reputation for fair dealing and integrity. The policies in this Code reflect the firm’s desire to detect and prevent both actual and potential conflicts of interest.

Without limiting the fiduciary duty that Access Persons owe to clients, SLC Management considers it proper that Access Persons personally purchase and sell securities in the same marketplace as the firm, or its clients. In making personal investment decisions with respect to any security, however, Access Persons must use caution to ensure that the prohibitions of this Code are not violated. Moreover, the policies in this Code may not specifically address every situation involving personal trading.

These policies will be interpreted and applied, and exceptions and amendments may be made by SLC Management in a manner considered fair and equitable, but in all cases without placing the interests of the firm or its Access Persons ahead of the interests of the firm’s clients. Accordingly, technical compliance with the requirements of this Code will not insulate Access Persons from scrutiny of, and sanctions for, personal securities transactions that indicate abuse of their fiduciary duty to the firm’s clients.

SLC Management considers personal trading to be a privilege, not a right.

As an Access Person, extreme care must be exercised to ensure that the provisions and prohibitions of this Code are not violated when making personal investment decisions. Furthermore, personal investing should be conducted in a manner that will eliminate the possibility that Access Persons’ time and attention are devoted to their personal investments at the expense of the time and attention that should be devoted to their duties for and on behalf of SLC Management.

No Access Person shall intentionally engage in the creation, spreading, or using of false or misleading rumours intended to manipulate securities prices.

All Access Persons are prohibited from using social networking websites (i.e., Facebook, Linked In, Twitter) in a manner that is inconsistent with SLC Management’s policies.

No Access Person shall, directly or indirectly, communicate to any person who is not an Access Person any material non-public information relating to SLC Management or any issuer of any security owned by the firm, or its clients, including, without limitation, the purchase or sale or considered purchase or sale of a security on behalf of the firm, or its clients, except to the extent necessary to effect securities transactions on behalf of the firm, or its clients.

 

 

For purposes of this Code, the following definitions shall apply:

Access to such non-public information may be obtained from regular reports on investment activities or securities recommendations; systems (trading, accounting, etc.); databases or shared drives where investments information is stored, or by attending meetings where investment decisions are discussed.

Access Persons include Investment Persons (as defined in Section 3.13) and may also include the following types of personnel depending on their role and responsibilities and their access to non-public information:

 

 

Note: Contracts with vendors (consultants, accountants etc.) should contain language that restricts use or dissemination of non-public information learned as a result of their engagement.

Note: Individuals shall be deemed to be Access Persons if they have access to any of the types of information described above in subparagraphs (a) through (c), and will be held accountable for compliance with this Code even if they have not been formally notified that they are Access Persons. The CCO and the sponsor of this Code may exempt Access Persons from certain obligations under the Code if they determine there is no perceived risk to the firm, or its clients, keeping in mind regulatory requirements. Access Persons shall not include, for purposes of this Code, any employee of any subadviser engaged by SLC Management. SLC Management expects that such persons shall instead be subject to the Code of Ethics of such subadviser.

Note: In certain rare cases, the presumption of beneficial ownership of securities held by family members in the Access Person’s household may be rebutted if the Compliance Review Office determines, based on all of the relevant facts, that it is not appropriate to attribute these family members’ securities transactions to the Access Person.

 

 

See Appendix C for a more detailed discussion on broker account types. For additional guidance in determining whether an account is reportable, contact a member of the CRO.

 

 

 

 

 

 

Under prevailing regulatory requirements, Access Persons are prohibited from engaging in the following activities in connection with the purchase or sale of a security held or to be acquired by SLC Management, or its clients:

In addition, prevailing regulatory requirements require Access Persons to comply with the internal policies and procedures applicable to Access Persons including Sun Life’s Disclosure and Securities Trading policies.

Access Persons are required to report any violations of this Code promptly to any member of the Compliance Review Office (“CRO”). The CRO member who receives a report of any violation of the Code must report the violation to all the members of the CRO, including the relevant adviser’s Chief Compliance Officer.

 

 

Access Persons must report every activity, described below (see 6.1 through 6.5), that they are, or wish to get involved in. All activities except for the ones covered in Section 6.3 must be precleared. Activities covered under Section 6.3 must be disclosed within 10 days from the start date of the activity or when you become an Access Person. OSC registrants have additional responsibilities to disclose all activities, whether for profit or not, that are other than their SLC Management roles (e.g. Director of a company at the request of SLC Management, member of a charity, coach of a sports club etc.).

All Access Persons are prohibited from accepting any employment, engagement, or affiliation in, or with, any enterprise, business or otherwise, which is likely to interfere materially with the effective discharge of responsibilities to the firm and its clients. Access Persons must obtain preclearance and report any of the abovementioned activities.

All Access Persons wishing to serve on the board of directors of any company must obtain preclearance prior to serving in this capacity. The CRO must determine that the board service would not prevent the firm or its Access Persons from satisfying the fiduciary duty owed to clients.

All Access Persons must report any immediate family members (covered persons regardless of where they reside) who hold officer or director positions with entities that have a business relationship with Sun Life. In addition all Access Persons are required to report any immediate family member who is considered an Investment Person at their place of employment.

All Access Persons must obtain preclearance and report an ownership interest of more than 5% in a public company or of more than 25% in a private company. Access Persons are required to report on any changes in their ownership (more than 5%) of such company.

No Access Person shall participate in an investment club without obtaining prior written approval from the CRO. Given the inherent conflicts, the CRO discourages participation in such clubs. If approved, investments made through the club are subject to the Code and its requirements.

 

 

Access Persons must not make business decisions that are or appear to be influenced by the giving or accepting of gifts or entertainment. Access Persons are prohibited from soliciting gifts, entertainment and charitable contributions from persons or representatives of persons doing or seeking to do business with the firm or with whom the firm seeks to do business absent a legitimate personal relationship with such person or representative. If an Access Person provides or receives gifts or entertainment from such persons, the following restrictions and reporting thresholds apply:

 

 

 

 

All Access Persons must disclose all controlled accounts and all holdings in reportable securities (e.g., physical shares you hold), whether or not held in a controlled account, to the CRO. This includes reportable securities held directly with the transfer agent or in a dividend reinvestment plan. Access Persons must disclose the opening or closing of any controlled accounts promptly.

All Access Persons are required to utilize their broker’s electronic feed services, wherever available, for transaction reporting in their controlled accounts. Please contact a member of the CRO in order to get the electronic feed activated.

Requests for pre-clearance generally will not be granted if the trade is prohibited under the restrictions in Sections 8.6 through 8.8. The reasons for denying preclearance requests are generally confidential and Access Persons are not entitled to an explanation in the event a pre-clearance request is denied.

If an Access Person receives pre-clearance for a reportable security transaction, then becomes aware that the reportable security:

 

 

the pre-clearance shall no longer be valid for any unexecuted transaction or part of a transaction. If the Access Person’s personal transaction is executed before the Access Person becomes aware of the consideration or order, the transaction will not necessarily be considered to violate the Code. Rather, the CRO will review the particular facts and circumstances and make a determination regarding the Access Person’s conduct.

Transactions in the following types of securities are exempt from the preclearance requirements and trading restrictions set forth in Sections 8.6and 8.7, but not the reporting requirements set forth in Section 9 of this Code:

Please see Appendix B for more information.

 

 

The types of transactions described below shall be exempt from the preclearance requirements and trading restrictions set forth in Sections 8.4 and 8.6 through 8.8. Transactions of the type described below remain subject to the reporting requirements set forth in Section 9.

Subject to applicable law, the CER Committee may from time to time, grant exemptions from the trading restrictions, pre-clearance requirements, or other provisions of this Code with respect to particular individuals, types of transactions, reportable securities or reportable funds, where such exemptions are appropriate in light of all the surrounding circumstances and in compliance with various regulations. In each case, the transaction or conduct may be subject to special review by the CRO and may be subject to additional policies or restrictions intended to ensure that the exemptions are not being used to circumvent the policies and purposes of this Code.

All Access Persons are prohibited from profiting within 30 calendar days from the purchase and sale of the same or equivalent reportable security or reportable fund that belongs to the security type group, which is traded by the entity/jurisdiction where the Access Person is located, unless it is exempt under Section 8.3. Transactions in securities held [exclusively] in certain firm portfolios (e.g., certain indextracking accounts) may additionally be excluded from this prohibition if the sponsor of this Code determines that doing so is consistent with the firm’s duties to SLC Management clients. The 30 day period is determined using the LIFO⁶ method. Profits from such trades must be disgorged (surrendered). Any disgorgement amount shall be calculated by the CRO, which calculation shall be binding.

 

 

This provision does not apply to transactions effected through an automatic investment plan.

Access Persons must obtain prior approval from the CRO before participating in an Initial Public Offering or in a Limited Offering. The CRO will consult with the appropriate parties in evaluating the request.

Note: Access Persons are generally prohibited from taking part in such offerings. An exemption from this prohibition may be given only in rare circumstances. Please contact a member of the CRO to determine eligibility.

No Access Person shall, directly or indirectly, purchase or sell any reportable security in which he or she has, or by reason of such acquires, any beneficial ownership:

The system will deny any trade requests that is entered for a security which is on the blackout list.

An Investment Person has an affirmative obligation to recommend and/or effect suitable and attractive trades for clients regardless of whether such trades will cause a prior personal trade to violate this restriction. It would constitute a breach of fiduciary duty and a violation of this Code for an Investment Person to delay or fail to make any such recommendation or transaction in order to avoid a conflict with this restriction.

 

 

The CRO will review any extenuating circumstances that may warrant an exception from this restriction. For example, events following an investment person’s personal trade may create an opportunity or necessity for a firm client to trade in the same reportable security. Such events would include, without limitation, a change of circumstance, a liquidation, rebalancing, or other decision initiated by SLC Management or a client, or another similar event that did not exist or was not anticipated by the investment person at the time of the personal trade

SLC Management maintains a restricted list of corporate names for which one or more persons within the company may hold material non-public information. The restricted list is confidential and maintained by Compliance. Access Persons are prohibited from trading in any security of an issuer that is on the restricted list and preclearance requests for these securities will be denied.

No Access Person shall, directly or indirectly, sell any reportable security short, sell a call option to open or purchase a put option to open on any reportable securities in which SLC Management, or its clients has an investment interest. No Access Person shall, directly or indirectly, sell any Sun Life security short, sell a call option to open or purchase a put option to open on any Sun Life security.

An unusually high level of personal trading is strongly discouraged and may be monitored by the CRO and reported to senior management for review. A pattern of excessive trading may lead to action wherein the CRO may limit the number of pre-clearance requests that an Access Person may submit within any specified time period.

 

 

No later than 10 calendar days after becoming an Access Person, each new Access Person shall submit his/her initial reporting requirements in the format prescribed by the CRO, providing information current as of a date no more than forty-five (45) calendar days prior to the date the person becomes an Access Person. Currently, the reports are required to set forth the following information:

The title and type of security, and as applicable, the exchange ticker or CUSIP number, and the number of shares and principal amount of each reportable security in which the Access Person had any direct or indirect beneficial ownership;

Each Access Person shall submit a quarterly report in the format prescribed by the CRO and not later than thirty (30) calendar days after the end of each calendar quarter, regardless of whether the Access Person has any transactions, brokerage accounts, gifts or entertainment to report for the quarter. An account statement or equivalent statement that shows transactions in reportable Sun Life mutual funds may be submitted in lieu of the individual reporting of such transactions at quarter-end.

 

 

Currently, the reports are required to set forth the following information:

Transaction Information. The quarterly report shall contain the following information for each reportable securities transaction in a controlled account or any other securities account which such Access Person has, or by reason of such transactions acquires or disposes of, any beneficial ownership during the reporting period:

Brokerage Account Information. The quarterly report shall contain the following information with respect to any controlled or any other account in which the Access Person had beneficial ownership in which reportable securities transactions were effected during the reporting period:

Gifts and Entertainment Information⁸. On a quarterly basis each Access Person is required to report gifts or entertainment given to or received from any third party that does business with SLC Management, or on behalf of the firm’s client, including Sun Life advisors, agents and distributors.

Each Access Person shall submit an Annual report in a format prescribed by the CRO. The report shall be due no later than thirty (30) calendar days after the end of each calendar year. The report must include the following information:

 

 

Section 8.3 describes securities and transactions that are exempt from pre-clearance requirements. However, these securities and transactions generally are not exempt from the reporting requirements set forth in Section 9.

Exception for accounts where there is no control. Transactions information relating to purchases or sales of reportable securities for accounts over which the Access Person has no direct or indirect influence or control (e.g. blind trust) may be excluded from manual reporting as long as Compliance is sent duplicate statements for those account.

Access Persons are required to direct their brokers to supply or, if that is not possible, personally submit to the CRO, duplicate copies of periodic statements for all controlled accounts or accounts in which the Access Person has a beneficial ownership interest. Access Persons located in Hong Kong, Philippines, Indonesia and India are only required to submit duplicate copies of their periodic statements and confirms if they are considered Investment Persons. Access Persons are required to use electronic broker feeds for all of their brokerage accounts where the feed is available. Access Persons are required to direct their brokers to supply the CRO duplicate copies of confirmations and statements for all discretionary accounts. If the duplicate statements are being submitted by your broker, periodically confirm that they are doing so. The CRO retains the right to periodically request statements and confirmations from all Access Persons. Non-submission of account statements may be deemed a violation under this Code.

Access Persons must provide a written acknowledgement, in the format prescribed by the CRO, that they have received the Code and any amendments.

 

 

The Section Head is responsible for identifying new Access Persons and ensuring that the CRO is notified about such new Access Persons on a timely basis.

The CER Committee may investigate potential violations of the Code either on its own accord or in response to an inquiry. The CER Committee may determine the required and appropriate scope of an investigation of a potential violation in its sole discretion. The CER Committee may delegate its investigation to the CRO. The CRO will conduct a two-year look back for previous offenses when an Access Person is subject to an investigation. In certain circumstances, the CRO will conduct a more rigorous review of all previous offenses. When it is determined that a violation has occurred, the CER Committee may impose one or more sanctions. Sanctions may include, but are not limited to, one or more of the following:

 

 

For a list of potential types of violations, please refer to Appendix D. The CER Committee may take into consideration any mitigating circumstances when applying sanctions.

Any monetary sanction amounts paid by an Access Person under this Code shall go to Sun Life Philanthropy.

Reports of securities transactions hereunder will be made available to OSFI, OSC, SEC or any other regulatory or self-regulatory organization to the extent required by law or regulation or in the CRO’s discretion, and may be made available to other civil and criminal authorities. In addition, information regarding material violations of this Code may be provided to clients or former clients of Sun Life or its affiliates as applicable. Lastly, any information regarding activities governed by the Code may be shared with the Access Persons’ manager or others within SLC Management at the discretion of the CRO.

Compliance shall maintain and preserve records relating to this Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Currently, Compliance will maintain and preserve the following records in an easily accessible place:

 

 

All material amendments to this Code must be approved by the following:

Access Persons, and others concerned about the meaning or applicability of this Code, are encouraged to bring any questions to the CRO.

 

 

 

 

NOTE: This represents a general summary, specific exceptions as set forth in the Code may apply.

 

 

NOTE: This represents a general summary, specific exceptions as set forth in the Code may apply.

 

 

NOTE: Preclearance requirements vary on security type. Only Brokerage Discretionary and Automatic Investment Plan account types are generally exempt from preclearance requirement.

 

 

Below is a list of potential violations of the Code. This list is not exhaustive and is provided by way of example only.