AMENDMENT TO MASTER SERVICES AGREEMENT AND FUND ACCOUNTING AND FUND ADMINISTRATION FEE LETTER

AMENDMENT

TO

MASTER SERVICES AGREEMENT

AND

FUND ACCOUNTING AND FUND ADMINISTRATION FEE LETTER

THIS Amendment TO THE mASTER SERVICES AGREEMENT AND THE FUND ACCOUNTING AND FUND aDMINISTRATION FEE LETTER (this “Amendment”) is effective as of January 1, 2020, and is made by and between Ultimus Fund Solutions, LLC, an Ohio limited liability company (“Ultimus”), and Chartwell Funds, a Delaware statutory trust (the “Trust”).

WHEREAS, Ultimus seeks the Trust’s approval of a fee charged for securities quotations set forth in the Fund Accounting and Fund Administration Fee Letter to that certain Master Services Agreement dated August 1, 2018, by and between Ultimus and the Trust (the “Agreement”); and

WHEREAS, the Trust’s Board of Trustees is agreeable to the aforementioned fee.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto agree as follows:

1. Amendments.

(a) Paragraph 4.4 of the Master Services Agreement is deleted and replaced with the following:

4.4. The cost of obtaining secondary security market quotes and other securities data;

(b) The Fund Accounting and Fund Administration Fee Letter to the Agreement hereby is amended by renumbering existing paragraph 1.5 as paragraph 1.6.

(c) The Fund Accounting and Fund Administration Fee Letter to the Agreement hereby is amended by inserting the following paragraph 1.5 immediately after paragraph 1.4 under Fees, Section 1:

1.5 Price Quotes. The charges for primary securities/commodity price quotes are determined by Ultimus’ cost of obtaining such quotes and, therefore, are subject to change. Current charges (presented as per security/per day unless otherwise noted) are as follows:

[Intentionally Omitted]

2. Miscellaneous.

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

(b) 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.

CHARTWELL FUNDS				ULTIMUS FUND SOLUTIONS, LLC
By:	/s/Xxxxxxx Xxxxx			By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx			Name:	Xxxxx Xxxxx
	Title:	EVP-Chartwell Funds			Title:	Executive Vice President and Chief Legal and Risk Officer

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