FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
This INVESTMENT SUB-ADVISORY
AGREEMENT (“Agreement”), effective as of [________], 2022, is by and among Broadmark Asset Management, LLC (the “Sub-Advisor”),
Ultimus Managers Trust (the “Trust”), on behalf of the Westwood Broadmark Tactical Growth Fund, a series of the Trust (the
“Fund”), and Westwood Management Corp. (the “Advisor”).
WHEREAS, the Trust was organized
on March 6, 2012, as an Ohio business trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”),
as an open-end, diversified management investment company, and the Fund is a series of the Trust; and
WHEREAS, the Advisor has
been retained by the Trust to provide investment advisory services to the Fund with regard to the Fund’s investments, as further
described in the Trust’s registration statement on Form N-1A (the “Registration Statement”) and pursuant to an Investment
Management Agreement dated as of [________], 2022 (“Investment Management Agreement”); and
WHEREAS, the Trust’s
Board of Trustees (the “Trustees”), including a majority of the Trustees who are not “interested persons” as defined
in the 1940 Act, and the Fund’s shareholders to the extent required under applicable law and regulation have approved the appointment
of the Sub-Advisor to perform certain investment advisory services for the Trust, on behalf of the Fund, pursuant to this Agreement and
as described in the Registration Statement, and the Sub-Advisor is willing to perform such services for the Fund; and
WHEREAS, the Sub-Advisor
is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
NOW THEREFORE, in consideration
of the promises and mutual covenants herein contained, it is agreed among the Advisor, the Trust and the Sub-Advisor as follows:
| 1. | Appointment. The Trust and the Advisor hereby appoint the Sub-Advisor to perform advisory services
for the Fund for the periods and on the terms set forth in this Agreement. The Sub-Advisor accepts such appointment and agrees to furnish
the services herein set forth, for the compensation herein provided. |
| 2. | Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor
will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b)
make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s
investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information
as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the
Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. |
The Sub-Advisor further
agrees that, in performing its duties hereunder, it will:
| (a) | with regard to its activities under this Agreement, use reasonable efforts to comply in all material respects
with the applicable provisions of the 1940 Act, the Advisers |
Act, and all applicable rules and regulations
thereunder, the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws
and regulations, and with the Fund’s Prospectus and Statement of Additional Information and any applicable procedures adopted by
the Trustees, as they may be amended from time to time, provided that written copies of such procedures and amendments thereto are provided
to the Sub-Advisor by the Advisor;
| (b) | use reasonable efforts to manage the Fund’s assets in a manner that will not impair its qualification
as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor
shall not be responsible for the tax effect of any decisions made by or any actions taken by any person other than the Sub-Advisor; |
| (c) | place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies
disclosed in the Fund’s Prospectus and/or Statement of Additional Information or otherwise established through written guidelines
established by the Fund and provided to the Sub-Advisor by the Advisor, including without limitation, Section 4 hereof; |
| (d) | furnish to the Trust and the Advisor whatever statistical information the Trust or the Advisor may reasonably
request with respect to the Fund’s assets or investments. In addition, the Sub-Advisor will keep the Trust, the Advisor and the
Trustees informed of developments that the Sub-Advisor reasonably believes will materially affect the Fund’s portfolio, and shall,
on the Sub-Advisor’s own initiative, furnish to the Trust from time to time whatever information the Sub-Advisor believes appropriate
for this purpose; |
| (e) | make available to the Fund’s administrator (the “Administrator”), the Advisor and the
Trust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may reasonably be required
to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will
furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may
reasonably request; |
| (f) | meet periodically with the Advisor and the Trustees, in person or by teleconference, to explain its investment
management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; |
| (g) | immediately notify the Advisor, in writing, of the receipt of any notice of a class action proceeding
related to the Fund or any other action or proceeding in which the Advisor or the Fund may be entitled to participate as a result of the
Fund’s securities holdings. The Sub-Advisor shall have no responsibility for filing claims on behalf of the Advisor or the Trust
with respect to any such actions. The Sub-Advisor’s responsibility with respect to such matters shall be to comply with the foregoing
notification obligations and to cooperate with the Advisor and the Trust |
in making such filings, which shall include
providing any relevant information regarding the Fund’s securities holdings to the Advisor;
| (h) | provide assistance to the Advisor (or other designated service provider of the Fund) in determining or
confirming, consistent with the procedures and policies stated in the Fund’s valuation procedures and/or Registration Statement,
the value of any portfolio security or other asset of the Fund for which the Advisor (or such service provider) seeks assistance from
the Sub-Advisor; |
| (i) | assist the Advisor, the Fund, and any of its or their trustees, directors, officers, and/or employees
in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 to the extent such provisions relate to the services to be provided
by, and obligations of, the Sub-Advisor hereunder. Specifically, and without limitation to the foregoing, the Sub-Advisor agrees to provide
certifications to the principal executive and financial officers of the Fund that correspond to the drafting and/or filing of the Fund’s
Form N-CSRs, N-Qs, shareholder reports, financial statements, and other disclosure documents or regulatory filings, in such form and content
as the Advisor shall reasonably request or as in accordance with procedures adopted by the Trust; |
| (j) | assist the Fund, and accordingly, the Trust’s Chief Compliance Officer (“CCO”) in complying
with Rule 38a-1 under the 1940 Act. Specifically, the Sub-Advisor represents and warrants that it shall maintain a compliance program
in accordance with the requirements of Rule 206(4)-7 under the Advisers Act, and shall provide the CCO with reasonable access to information
regarding the Sub-Advisor’s compliance program, which access shall include on-site visits with the Sub-Advisor as may be reasonably
requested from time to time. In connection with the periodic review and annual report required to be prepared by the CCO pursuant to Rule
38a-1, the Sub-Advisor agrees to provide certifications as may be reasonably requested by the CCO related to the design and implementation
of the Sub-Advisor’s compliance program; |
| (k) | provide assistance as may be reasonably requested by the Advisor in connection with compliance by the
Fund with any current or future legal and regulatory requirements related to the services provided by the Sub-Advisor hereunder; |
| (l) | immediately notify the Advisor and the Trust to the extent required by applicable law in the event that
the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor
from serving as an investment advisor pursuant to this Agreement; or (2) becomes aware that it is the subject of an administrative proceeding
or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Advisor further
agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor
that would make any written information previously provided to the Advisor or the Trust materially inaccurate or incomplete or if any
such written information becomes untrue in any material respect; |
| (m) | immediately notify the Advisor and the Trust if the Sub-Advisor suffers a material adverse change in its
business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material
adverse change” shall include, but is not limited to, a material loss of assets or accounts under management or the departure of
senior investment professionals to the extent such professionals are not replaced promptly with professionals of comparable experience
and quality; |
| (n) | use its best judgment and efforts in rendering the advice and services contemplated by this Agreement;
and |
| (o) | not consult with any sub-advisor of a portion of the Fund not managed by the Sub-Advisor, if applicable,
or with any sub-advisor to any registered investment company or portfolio or series thereof under common control with the Fund, concerning
transactions for the Fund in securities or other assets. Further, where the Sub-Advisor is one of multiple money managers managing the
Fund, the Sub-Advisor’s responsibility for providing investment advice is limited to providing investment advice with respect to
its discrete portion of the Fund’s portfolio. |
| 3. | Investment Authority. The Sub-Advisor’s investment authority shall include, to the extent
permitted under Section 2 hereof, the authority to purchase and sell securities, and cover open positions, and generally to deal in securities,
swaps (including but not limited to interest rate swaps and credit default swaps), financial futures contracts and options thereon, currency
transactions, and other derivatives and investment instruments and techniques as may be permitted for use by the Fund and consistent with
the Registration Statement. |
The Sub-Advisor may:
(i) open and maintain brokerage accounts on behalf of and in the name of the Fund for financial futures and options and securities (such
accounts hereinafter referred to as “Brokerage Accounts”); and (ii) execute for and on behalf of the Brokerage Accounts, standard
customer agreements with a broker or brokers. The Sub-Advisor may, using such of the securities and other property in the Brokerage Accounts
as the Sub-Advisor deems necessary or desirable, direct the custodian to deposit on behalf of the Fund, original and maintenance brokerage
deposits and otherwise direct payments of cash, cash equivalents and securities and other property into such brokerage accounts and to
such brokers as the Sub-Advisor deems desirable or appropriate.
| 4. | Investment Guidelines. In addition to the information to be provided to the Sub-Advisor under Section
2 hereof, the Trust or the Advisor shall supply the Sub-Advisor with such other information as the Sub-Advisor shall reasonably request
concerning the Fund’s investment policies, restrictions, limitations, tax position, liquidity requirements and other information
useful in managing the Fund’s investments. |
| 5. | Representations, Warranties and Covenants of the Trust, Advisor and Sub-Advisor. The Trust represents
and warrants to the Sub-Advisor that: (i) the retention of the Sub-Advisor as contemplated by this Agreement is authorized by the respective
governing documents of the Fund; (ii) the execution, delivery and performance of this Agreement does not violate |
any obligation by which either the Fund
or its property is bound, whether arising by contract, operation of law or otherwise; and (iii) this Agreement has been duly authorized
by appropriate action of the Fund and when executed and delivered by the Advisor, on behalf of the Fund (and assuming due execution and
delivery by the Sub-Advisor), will be the legal, valid and binding obligation of the Fund, enforceable against the Fund in accordance
with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally
and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law).
The Advisor represents
and warrants to the Sub-Advisor that: (i) the execution, delivery and performance of this Agreement does not violate any obligation by
which it or its property is bound, whether arising by contract, operation of law or otherwise; and (ii) this Agreement has been duly authorized
by appropriate action of the Advisor and when executed and delivered by the Advisor (and assuming due execution and delivery by the Sub-Advisor)
will be the legal, valid and binding obligation of the Advisor, enforceable against the Advisor in accordance with its terms, subject,
as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable
principles (regardless of whether enforcement is sought in a proceeding in equity or law).
The Sub-Advisor represents
and warrants to the Advisor and the Trust that: (i) it is authorized to perform the services hereunder; (ii) the execution, delivery and
performance of this Agreement does not violate any obligation by which the Sub-Advisor or its property is bound, whether arising by contract,
operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of the Sub-Advisor and when executed
and delivered by the Sub-Advisor (and assuming due execution and delivery by the Advisor and the Trust) will be the legal, valid and binding
obligation of the Sub-Advisor, enforceable against the Sub-Advisor in accordance with its terms, subject, as to enforcement, to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general equitable principles (regardless of
whether enforcement is sought in a proceeding in equity or law); (iv) it is registered as an investment advisor with the SEC; and (v)
it is not barred by operation of law, or any rule, or order of the SEC or any other regulatory body from acting as an investment adviser.
| 6. | Use of Securities Brokers and Dealers. In placing purchase and sale orders for the Fund with brokers
or dealers, the Sub-Advisor will attempt to obtain “best execution” of such orders. Whenever the Sub-Advisor places orders,
or directs the placement of orders, for the purchase or sale of portfolio securities on behalf of the Fund, in selecting brokers or dealers
to execute such orders, the Sub-Advisor is expressly authorized to consider the fact that a broker or dealer has furnished statistical,
research or other information or services that enhance the Sub-Advisor’s research and portfolio management capability generally.
It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Advisor may
negotiate with and assign to a broker a commission that may exceed the commission that another broker would have charged for effecting
the transaction if the Sub-Advisor determines in good faith that the amount of commission charged was reasonable in relation to the value
of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of |
the Fund’s or the Sub-Advisor’s
overall responsibilities to the Sub-Advisor’s discretionary accounts (the “Section 28(e) Actions”); provided, however,
that Sub-Advisor’s ability to engage in Section 28(e) Actions shall be subject to review by the Trustees from time to time, and
if such Trustees reasonably determine that the Fund does not benefit, directly or indirectly, from such Section 28(e) Actions, the Sub-Advisor
shall be prohibited from engaging in the same.
Unless otherwise directed
by the Trust or the Advisor in writing, the Sub-Advisor may utilize the service of whatever securities brokerage firm or firms it deems
appropriate to the extent that such firms are competitive with respect to price of services and execution, and so long as the Sub-Advisor
complies with the “best execution” practices described above and applicable law and regulation.
| 7. | Compensation. For services specified in this Agreement, the Advisor agrees to pay a fee to the
Sub-Advisor (the “Fee”) for the Fund assets managed by the Sub-Advisor as may be identified by the Advisor from time to time,
calculated as set forth in Exhibit A attached hereto and incorporated by reference herein. |
The Fee shall be computed
and accrued daily and paid monthly in arrears within 30 days after the end of each month, based on the average daily net asset value of
the Fund as determined according to the manner provided in the then-current prospectus of the Fund.
The Advisor shall provide
to the Sub-Advisor, promptly following request therefor, all information reasonably requested by the Sub-Advisor to support the calculation
of the Fee and shall permit the Sub-Advisor or its agents, upon reasonable notice and at reasonable times and at Sub-Advisor’s cost,
to inspect the books and records of the Fund pertaining to such calculation.
| 8. | Expenses. The Sub-Advisor will not be required to pay any expenses of the Fund except as expressly
set forth in this Section 8. The Sub-Advisor will pay the cost of maintaining the staff and personnel necessary for it to perform its
obligations under this Agreement, the expenses of office rent, telephone, telecommunications and other facilities it is obligated to provide
in order to perform the services specified in Section 2, and any other expenses incurred by the Sub-Advisor in the performance of its
duties hereunder. |
| 9. | Books and Records. The Sub-Advisor agrees to maintain such books and records with respect to its
services to the Fund as are required by Section 31 under the 1940 Act, and rules adopted thereunder, and to preserve such records for
the periods and in the manner required by that Section, and those rules. The Sub-Advisor also agrees that records it maintains and preserves
pursuant to Rules 31a-1 and Rule 31a-2 under the 1940 Act with respect to the Fund are the property of the Trust and will be surrendered
promptly to the Trust upon its request, except that the Sub-Advisor may retain copies of such documents as may be required by law. The
Sub-Advisor further agrees that it will furnish to regulatory authorities having the requisite authority any information or reports in
connection with its services hereunder which may be requested in order to determine whether the operations of the Fund are being conducted
in accordance with applicable laws and regulations. Each party shall make available to the others, upon reasonable request, copies of
any books, |
records, and other relevant information
that enables the requesting party to comply with its obligations under applicable federal or state rules or regulations, including Rule
38a-1 of the 1940 Act and Rule 206(4)-7 of the Advisers Act, that arise as a result of the Agreement. Each party shall cooperate fully
to assist the others with any review or audit conducted by another party or a third party designated by another party, for the limited
purpose of ensuring compliance with obligations under applicable federal or state laws that the parties become subject to as a result
of the Agreement.
| 10. | Aggregation of Orders. Provided the investment objectives, policies and restrictions of the Fund
as provided to the Sub-Advisor in accordance with this Agreement are adhered to, the Fund agrees that the Sub-Advisor may aggregate sales
and purchase orders of securities held in the Fund with similar orders being made simultaneously for other accounts managed by the Sub-Advisor
or with accounts of the affiliates of the Sub-Advisor, if in the Sub-Advisor’s reasonable judgment such aggregation shall result
in an overall economic benefit to the Fund, taking into consideration the advantageous selling or purchase price, brokerage commission
and other expenses. The Fund acknowledges that the determination of such economic benefit to the Fund by the Sub-Advisor represents the
Sub-Advisor’s evaluation that the Fund may be benefited by relatively better purchase or sales prices, lower commission expenses
and beneficial timing of transactions or a combination of these and other factors. |
| 11. | Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or
controlling persons shall be liable to the Trust, the Advisor, the Fund, or their respective shareholders and/or any other person for
the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. |
Neither the Sub-Advisor
nor its officers, directors, members, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission,
error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, the
Advisor, the Fund, or their shareholders and/or any other person in connection with the matters to which this Agreement relates; provided
that no provision of this Agreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, the Advisor, the Fund,
or their respective shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence
in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement.
The Advisor hereby
agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons
(collectively, the “Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable
attorneys’ fees and expenses), joint or several, relating to the Trust, the Advisor or the Fund, to which any such Indemnified Party
may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the
1940 Act, the Advisers Act, or other federal or state statutory law or regulation, at common law or otherwise. It is understood, however,
that nothing in this paragraph 11 shall protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against
any liability to the Trust, the Advisor or the Fund or its shareholders to which such Indemnified
Party is subject, by reason of its willful
misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of any reckless disregard of its obligations
and duties under this Agreement.
| 12. | Services Not Exclusive. It is expressly understood and agreed that the services to be rendered
by the Sub-Advisor to the Fund and Advisor hereunder are limited to those set forth herein and are not to be deemed exclusive, and nothing
in this Agreement shall prevent the Sub-Advisor from providing similar services to other investment advisory clients, including but not
by way of limitation, investment companies or to other series of investment companies, including the Trust, or from engaging in other
activities, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with
the Sub-Advisor’s ability to meet its obligations to the Fund hereunder. When the Sub-Advisor recommends the purchase or sale of
a security for other investment companies and other clients, and at the same time the Sub-Advisor recommends the purchase or sale of the
same security for the Fund, it is understood that in light of its fiduciary duty to the Fund, such transactions will be executed on a
basis that is fair and equitable to the Fund. In connection with purchases or sales of portfolio securities for the account of the Fund,
neither the Sub-Advisor nor any of its directors, officers or employees shall act as a principal. If the Sub-Advisor provides any advice
to its clients concerning the shares of the Fund, the Sub-Advisor shall act solely as investment counsel for such clients and not in any
way on behalf of the Trust or the Fund. |
The Sub-Advisor provides
investment advisory services to numerous other investment advisory clients, including but not limited to other funds, and may give advice
and take action which may differ from the timing or nature of action taken by the Sub-Advisor with respect to the Fund. Nothing in this
Agreement shall impose upon the Sub-Advisor any obligations other than those imposed by law to purchase, sell or recommend for purchase
or sale, with respect to the Fund, any security which the Sub-Advisor, or the shareholders, officers, directors, employees or affiliates
may purchase or sell for their own account or for the account of any client.
| 13. | Materials. Each of the Advisor, the Trust and the Fund shall not make any representations regarding
the Sub-Advisor or any of its affiliates in any disclosure document, advertisement, sales literature or other promotional materials without
prior written consent of the Sub-Advisor, which consent shall not be unreasonably withheld. If the Sub-Advisor has not notified the Advisor
and the Trust of its disapproval of sample materials within twenty (20) days after its receipt thereof, such materials shall be deemed
approved. The Sub-Advisor will be provided with any Registration Statements containing references or information with respect to the Sub-Advisor
prior to the filing of same with any regulatory authority and shall be afforded the opportunity to comment thereon. |
| 14. | Duration and Termination. This Agreement shall continue until the second anniversary of the Fund
commencing operations, and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically
approved at least annually by (i) the Board of Trustees or (ii) a vote of a “majority” (as defined in the 0000 Xxx) of the
Fund’s outstanding voting securities (as defined in the 1940 Act), provided that in either event the continuance is also approved
by a majority of the Trustees who are not |
parties to this Agreement or “interested
persons” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person at a meeting called for the purpose
of voting on such approval.
Notwithstanding the
foregoing, this Agreement may be terminated: (a) at any time without penalty by the Fund upon the vote of a majority of the Trustees or
by vote of the majority of the Fund’s outstanding voting securities, upon sixty (60) days’ written notice to the Sub-Advisor;
(b) by the Advisor at any time without penalty, upon sixty (60) days’ written notice to the Sub-Advisor; or (c) by the Sub-Advisor
at any time without penalty, upon sixty (60) days’ written notice to the Trust. This Agreement will also terminate automatically
in the event of its assignment (as defined in the 1940 Act).
The Agreement will
terminate immediately upon written notification from the Advisor or the Trust if the Investment Management Agreement terminates with respect
to the Fund.
| 15. | Amendments. This Agreement may be amended at any time, but only by the mutual written agreement
of the parties. |
| 16. | Proxies. Unless the Trust or Advisor provides written instructions to the contrary, the Sub-Advisor
shall, in accordance with its proxy voting policies and procedures, vote proxies received by it with respect to issuers of securities
held by the Fund. The Sub-Advisor shall maintain a record of how the Sub-Advisor voted and such record shall be available to the Trust
upon its request. The Sub-Advisor may delegate proxy voting to a third-party provided, however, that the Sub-Advisor remains liable for
the proxy voting. |
| 17. | Notices. Any written notice required by or pertaining to this Agreement shall be personally delivered
to the party for whom it is intended or shall be sent to such party by prepaid first class mail or sent by electronic transmission (via
email), at the address or number stated below. |
If to the Trust:
Xxxxxxx Managers Trust
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Attn: President
If to the Sub-Advisor:
| Xxxxxxxxxxx X. Xxxxxxx |
and |
Xxxxx Xxxxx |
| Broadmark Asset Management, LLC |
|
Broadmark Asset Management, LLC |
| 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000 |
|
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000 |
| Xxx Xxxxxxxxx, XX 00000 |
|
Xxx Xxxxxxxxx, XX 00000 |
| Email: xxxxxxxx@xxxxxxxxxxxxxx.xxx |
|
Email: xxxxxx@xxxxxxxxxxxxxx.xxx |
If to the Advisor:
Westwood Management Corp.
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
| 18. | Confidentiality. The parties to this Agreement shall not, directly or indirectly, permit their
respective affiliates, directors, trustees, officers, members, employees, or agents to, in any form or by any means, use, disclose, or
furnish to any person or entity, records or information concerning the business of any of the other parties, except as necessary for the
performance of duties under this Agreement or as required by law, without prior written notice to and approval of the relevant other parties,
which approval shall not be unreasonably withheld by such other parties. |
| (a) | Governing Law. This Agreement shall be governed by the laws of the State of Ohio, provided
that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the SEC thereunder. |
| (b) | Delivery of Form ADV. Concurrently with the execution of this Agreement, the Sub-Advisor is delivering
to the Advisor and the Trust a copy of Part 2 of its Form ADV, as revised. The Advisor and the Trust hereby acknowledge receipt of such
copy. |
| (c) | Captions. The captions of this Agreement are included for convenience only and in no way define
or limit any of the provisions hereof or otherwise affect their construction or effect. |
| (d) | 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. |
| (e) | Independent Contractor. The Sub-Advisor shall, for all purposes herein, be deemed to be an independent
contractor, and shall, unless otherwise expressly provided and authorized to do so, have no authority to act for or represent the Trust,
the Fund, or the Advisor in any way, or in any way be deemed an agent for the Trust, the Fund, or the Advisor. |
| (f) | Prior Agreement. This Agreement supersedes any prior agreement or understanding relating
to the subject matter hereof among the parties. |
| (g) | Counterparts. This Agreement may be executed in counterparts and by the different parties hereto
on separate counterparts and by electronic or facsimile signature, each of which when so executed and delivered, shall be deemed an original
and all of which counterparts shall constitute but one and the same agreement. |
| (h) | Limited Liability of the Trust. The Sub-Advisor agrees that the Trust’s obligations
under this Agreement shall be limited to the Fund and its assets, and that the Sub-Advisor shall not seek satisfaction of any such obligation
from the shareholders of the Fund, any other series of the Trust, nor from any Trustee, officer, employee or agent of the Trust. |
| (i) | Use of Name. The Fund may use the Sub-Advisor’s trade name or any name derived from the Sub-Advisor’s
trade name only in a manner consistent with the nature of this Agreement and only for so long as this Agreement or any extension, renewal,
or amendment hereof remains in effect. Within sixty (60) days from such time as this Agreement shall no longer be in effect, the Fund
shall cease using such trade name of the Sub-Advisor or any other name derived from the Sub-Advisor’s trade name. |
IN WITNESS WHEREOF, the parties
hereto have caused this instrument to be executed by their officers designated below as of the effective date above written.
ULTIMUS MANAGERS TRUST, ON BEHALF OF THE WESTWOOD BROADMARK TACTICAL
GROWTH FUND
BROADMARK ASSET MANAGEMENT, LLC
| Name: | Xxxxxxxxxxx X. Xxxxxxx |
| Title: | Co-Chief Executive Officer & |
Chief Investment Officer
WESTWOOD MANAGEMENT CORP.
EXHIBIT A
Pursuant to paragraph 7
of the Agreement, the Advisor will pay to the Sub-Advisor as compensation for the Sub-Advisor’s services rendered, a Fee, computed
and accrued daily and paid monthly in arrears at an annual rate of 0.60% up to and including $1,000,000,000 of the Fund’s average
daily net assets and 0.55% over $1,000,000,000 of the Fund’s average daily net assets.
