Common use of RETENTION OF ULTIMUS Clause in Contracts

RETENTION OF ULTIMUS. The Trust hereby retains Ultimus to provide the services set forth below. Ultimus hereby accepts such retention to perform such services. (a) Ultimus will provide an individual with the requisite background and familiarity with the Federal Securities Laws (as defined in Rule 38a-1) to serve as the Chief Compliance Officer (“CCO”) and to administer the Trust’s policies and procedures adopted pursuant to Rule 38a-1, and CCO cannot be replaced by Ultimus without prior approval by a majority of the Board’s Independent Trustees. (b) Ultimus will review and recommend changes, if necessary, to the Trust’s current written policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1) by the Trust, including policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the Trust. (c) The CCO shall provide at least annually, or more often as the Board of Trustees of the Trust reasonably requests, a written report to the Board that addresses, at a minimum: 1. The operation of the policies and procedures of the Trust and each investment adviser, principal underwriter, administrator, and transfer agent of the Trust, any material changes made to those policies and procedures since the date of the last report, and any material changes to those policies and procedures recommended as a result of the Trust’s annual review of the adequacy of the policies and procedures of the Trust and of each investment adviser, principal underwriter, administrator, and transfer agent of the Trust; and 2. Each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report. (d) The CCO shall, no less frequently than annually, meet separately with the Trust’s Independent Trustees, and shall make himself or herself available to participate in the Trust’s quarterly meetings, and shall provide a written summary of compliance matters for the relevant quarterly period. (e) Beginning with the effective date of this Agreement Ultimus shall maintain the following books and records on behalf of the Trust: 1. A copy of the Trust’s Compliance Policies and Procedures adopted by the Trust pursuant to Rule 38a-1 that are in effect or at any time within the past five years were in effect, in an easily accessible place; 2. Copies of materials provided by Ultimus to the Board of Trustees in connection with their approval of any amendments to the Trust’s Compliance Policies and Procedures under Rule 38a-1, and written reports provided to the Board of Trustees pursuant to paragraph Rule 38a-1 for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and 3. Any records prepared by Ultimus documenting the Trust’s annual review of the Compliance Policies and Procedures pursuant to Rule 38a-1 for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place. (f) The CCO shall cooperate with any examination or investigation and take all reasonable actions in the performance of his/her duties under this Agreement, to ensure that the necessary information is made available to the Securities and Exchange Commission or any other regulatory authority in connection with any regulatory examination or investigation of the Trust.

RETENTION OF ULTIMUS. The Trust Fund hereby retains Ultimus to provide the services set forth below. Ultimus hereby accepts such retention to perform such services. (a) Ultimus will provide an individual with the requisite background and familiarity with the Federal Securities Laws (as defined in Rule 38a-1) to serve as the Chief Compliance Officer (“CCO”) and to administer the TrustFund’s policies and procedures adopted pursuant to Rule 38a-1, and CCO cannot be replaced by Ultimus without prior approval by a majority of the Board’s Independent TrusteesDirectors. (b) Ultimus will review and recommend changes, if necessary, to the TrustFund’s current written policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1) by the TrustFund, including policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the TrustFund. (c) The CCO shall provide at least annually, or more often as the Board of Trustees Directors of the Trust Fund reasonably requests, a written report to the Board that addresses, at a minimum: 1. The operation of the policies and procedures of the Trust Fund and each investment adviser, principal underwriter, administrator, and transfer agent of the TrustFund, and any material changes made to those policies and procedures since the date of the last report, and any material changes to those policies and procedures recommended as a result of the Trust’s annual review of the adequacy of the policies and procedures of the Trust and of each investment adviser, principal underwriter, administrator, and transfer agent of the Trust; and 2. Each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report. (d) The CCO shall, no less frequently than annually, meet separately with the TrustFund’s Independent TrusteesDirectors, and shall make himself or herself available to participate in the TrustFund’s quarterly meetings, and shall provide a written summary of compliance matters for the relevant quarterly period. (e) Beginning with the effective date of this Agreement Ultimus shall maintain the following books and records on behalf of the TrustFund: 1. A copy of the TrustFund’s Compliance Policies and Procedures adopted by the Trust Fund pursuant to Rule 38a-1 that are in effect or at any time within the past five years were in effect, in an easily accessible place; 2. Copies of materials provided by Ultimus to the Board of Trustees Directors in connection with their approval of any amendments to the TrustFund’s Compliance Policies and Procedures under Rule 38a-1, and written reports provided to the Board of Trustees Directors pursuant to paragraph Rule 38a-1 for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and 3. Any records prepared by Ultimus documenting the Trust’s Fund's annual review of the Compliance Policies and Procedures pursuant to Rule 38a-1 for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place. (f) The CCO shall cooperate with any examination or investigation and take all reasonable actions in the performance of his/her duties under this Agreement, to ensure that the necessary information is made available to the Securities and Exchange Commission or any other regulatory authority in connection with any regulatory examination or investigation of the TrustFund.

RETENTION OF ULTIMUS. The Trust hereby retains Ultimus to provide the services set forth below. Ultimus hereby accepts such retention to perform such services. (a) Ultimus will provide an individual with the requisite background and familiarity with the Federal Securities Laws (as defined in Rule 38a-1) to serve as the Chief Compliance Officer (“CCO”) and to administer the Trust’s policies and procedures adopted pursuant to Rule 38a-1, and CCO cannot be replaced by Ultimus without prior approval by a majority of the Board’s Independent TrusteesDirectors. (b) Ultimus will review and recommend changes, if necessary, to the Trust’s current written policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1) by the Trust, including policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the Trust. (c) The CCO shall provide at least annually, or more often as the Board of Trustees (“Board”) of the Trust reasonably requests, a written report to the Board that addresses, at a minimum: 1. The operation of the policies and procedures of the Trust and each investment adviser, principal underwriter, administrator, and transfer agent of the Trust, and any material changes made to those policies and procedures since the date of the last report, and any material changes to those policies and procedures recommended as a result of the Trust’s annual review of the adequacy of the policies and procedures of the Trust and of each investment adviser, principal underwriter, administrator, and transfer agent of the Trust; and 2. Each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report. (d) The CCO shall, no less frequently than annually, meet separately with the Trust’s Independent TrusteesDirectors, and shall make himself or herself available to participate in the Trust’s quarterly meetings, and shall provide a written summary of compliance matters for the relevant quarterly period. (e) Beginning with the effective date of this Agreement Ultimus shall maintain the following books and records on behalf of the Trust: 1. A copy of the Trust’s Compliance Policies and Procedures adopted by the Trust pursuant to Rule 38a-1 that are in effect or at any time within the past five years were in effect, in an easily accessible place; 2. Copies of materials provided by Ultimus to the Board of Trustees in connection with their approval of any amendments to the Trust’s Compliance Policies and Procedures under Rule 38a-1, and written reports provided to the Board of Trustees pursuant to paragraph Rule 38a-1 for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and 3. Any records prepared by Ultimus documenting the Trust’s 's annual review of the Compliance Policies and Procedures pursuant to Rule 38a-1 for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place. (f) The CCO shall cooperate with any examination or investigation and take all reasonable actions in the performance of his/her duties under this Agreement, to ensure that the necessary information is made available to the Securities and Exchange Commission or any other regulatory authority in connection with any regulatory examination or investigation of the Trust.

RETENTION OF ULTIMUS. The Trust hereby retains Ultimus to provide the Trust with the services as set forth below. Ultimus hereby accepts such retention to perform such servicesduties. (a) Ultimus will provide an individual with the requisite background and familiarity with the Federal Securities Laws (as defined in Rule 38a-1) to serve as the Chief Compliance Officer (“CCO”) and to administer the Trust’s policies and procedures adopted pursuant to Rule 38a-1. The appointment of the CCO, including the CCO’s compensation and CCO cannot any changes to such compensation, will be replaced by Ultimus without prior subject to the approval by of the Board of Trustees, including a majority of the Board’s Independent Trustees who are not “interested persons” (as defined by the 1000 Xxx) of the Trust. The CCO may be removed at any time by the Board of Trustees, including a majority of the Trustees who are not “interested persons” of the Trust. (b) Ultimus will review assist in the preparation and recommend changes, if necessary, to the Trust’s current implementation of written policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1) by the Trust, including policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the Trust. (c) No officer, director or employee of Ultimus will directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence the CCO in the performance of his or her duties as CCO. Ultimus may not remove the CCO. (d) The CCO shall provide at least annually, or more often as the Board of Trustees of the Trust reasonably requests, a written report to the Board that addresses, at a minimum: 1. The operation of the policies and procedures of the Trust and each investment adviser, principal underwriter, administrator, and transfer agent of the Trust, and any material changes made to those policies and procedures since the date of the last report, and any material changes to those policies and procedures recommended as a result of the Trust’s annual review of the adequacy of the policies and procedures of the Trust and of each investment adviser, principal underwriter, administrator, and transfer agent of the Trust; and 2. Each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report. (de) The CCO shall, no less frequently than annually, meet separately with the Trust’s Independent Trustees, and shall make himself or herself available to participate in the Trust’s quarterly meetings, and shall provide a written summary of compliance matters for the relevant quarterly period. (ef) Beginning with the effective date of this Agreement Ultimus shall maintain the following books and records on behalf of the Trust: 1. A copy of the Trust’s Compliance Policies and Procedures adopted by the Trust pursuant to Rule 38a-1 that are in effect effect, or at any time within the past five years were in effect, in an easily accessible place; 2. Copies of materials provided by Ultimus to the Board of Trustees in connection with their approval of any amendments to the Trust’s Compliance Policies and Procedures under Rule 38a-1, and written reports provided to the Board of Trustees pursuant to paragraph Rule 38a-1 for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and 3. Any records prepared by Ultimus documenting the Trust’s annual review of the Compliance Policies and Procedures pursuant to Rule 38a-1 for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place. (f) The CCO shall cooperate with any examination or investigation and take all reasonable actions in the performance of his/her duties under this Agreement, to ensure that the necessary information is made available to the Securities and Exchange Commission or any other regulatory authority in connection with any regulatory examination or investigation of the Trust.

RETENTION OF ULTIMUS. The Trust hereby retains Ultimus to provide the Trust with the services as set forth below. Ultimus hereby accepts such retention to perform such servicesduties. (a) Ultimus will provide an individual with the requisite background and familiarity with the Federal Securities Laws (as defined in Rule 38a-1) to serve as the Chief Compliance Officer (“"CCO”") and to administer the Trust’s 's policies and procedures adopted pursuant to Rule 38a-1. The appointment of the CCO, including the CCO's compensation and CCO cannot any changes to such compensation, will be replaced by Ultimus without prior subject to the approval by of the Board of Trustees, including a majority of the Board’s Independent Trustees who are not "interested persons" (as defined by the 1940 Act) of the Xxxxx. The CCO may be removed at any time by the Board of Trustees, including a majority of the Trustees who are not "interested persons" of the Trust. (b) Ultimus will review assist in the preparation and recommend changes, if necessary, to the Trust’s current implementation of written policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1) by the Trust, including policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the Trust. (c) No officer, director or employee of Ultimus will directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence the CCO in the performance of his or her duties as CCO. Ultimus may not remove the CCO. (d) The CCO shall provide at least annually, or more often as the Board of Trustees of the Trust reasonably requests, a written report to the Board that addresses, at a minimum: 1. The operation of the policies and procedures of the Trust and each investment adviser, principal underwriter, administrator, and transfer agent of the Trust, and any material changes made to those policies and procedures since the date of the last report, and any material changes to those policies and procedures recommended as a result of the Trust’s annual review of the adequacy of the policies and procedures of the Trust and of each investment adviser, principal underwriter, administrator, and transfer agent of the Trust; and 2. Each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report. (de) The CCO shall, no less frequently than annually, meet separately with the Trust’s 's Independent Trustees, and shall make himself or herself available to participate in the Trust’s quarterly meetings, and shall provide a written summary of compliance matters for the relevant quarterly period. (ef) Beginning with the effective date of this Agreement Ultimus shall maintain the following books and records on behalf of the Trust: 1. A copy of the Trust’s 's Compliance Policies and Procedures adopted by the Trust pursuant to Rule 38a-1 that are in effect effect, or at any time within the past five years were in effect, in an easily accessible place; 2. Copies of materials provided by Ultimus to the Board of Trustees in connection with their approval of any amendments to the Trust’s Compliance Policies and Procedures under Rule 38a-1, and written reports provided to the Board of Trustees pursuant to paragraph Rule 38a-1 for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and 3. Any records prepared by Ultimus documenting the Trust’s 's annual review of the Compliance Policies and Procedures pursuant to Rule 38a-1 for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place. (f) The CCO shall cooperate with any examination or investigation and take all reasonable actions in the performance of his/her duties under this Agreement, to ensure that the necessary information is made available to the Securities and Exchange Commission or any other regulatory authority in connection with any regulatory examination or investigation of the Trust.

RETENTION OF ULTIMUS. The Trust hereby retains Ultimus to provide the Trust with the services as set forth below. Ultimus hereby accepts such retention to perform such servicesduties. (a) Ultimus will provide an individual with the requisite background and familiarity with the Federal Securities Laws (as defined in Rule 38a-1) to serve as the Chief Compliance Officer (“CCO”) and to administer the Trust’s policies and procedures adopted pursuant to Rule 38a-1, and CCO cannot be replaced by Ultimus without prior approval by a majority of the Board’s Independent Trustees. (b) Ultimus will review assist in the preparation and recommend changes, if necessary, to the Trust’s current implementation of written policies and procedures that are reasonably designed to prevent violation of the Federal Securities Laws (as defined in Rule 38a-1) by the Trust, including policies and procedures that provide for the oversight of compliance by each investment adviser, principal underwriter, administrator, and transfer agent of the Trust. (c) The CCO shall provide at least annually, or more often as the Board of Trustees of the Trust reasonably requests, a written report to the Board that addresses, at a minimum: 1. The operation of the policies and procedures of the Trust and each investment adviser, principal underwriter, administrator, and transfer agent of the Trust, and any material changes made to those policies and procedures since the date of the last report, and any material changes to those policies and procedures recommended as a result of the Trust’s annual review of the adequacy of the policies and procedures of the Trust and of each investment adviser, principal underwriter, administrator, and transfer agent of the Trust; and 2. Each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report. (d) The CCO shall, no less frequently than annually, meet separately with the Trust’s Independent Trustees, and shall make himself or herself available to participate in the Trust’s quarterly meetings, and shall provide a written summary of compliance matters for the relevant quarterly period. (e) Beginning with the effective date of this Agreement Ultimus shall maintain the following books and records on behalf of the Trust: 1. A copy of the Trust’s Compliance Policies and Procedures adopted by the Trust pursuant to Rule 38a-1 that are in effect or at any time within the past five years were in effect, in an easily accessible place; 2. Copies of materials provided by Ultimus to the Board of Trustees in connection with their approval of any amendments to the Trust’s Compliance Policies and Procedures under Rule 38a-1, and written reports provided to the Board of Trustees pursuant to paragraph Rule 38a-1 for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and 3. Any records prepared by Ultimus documenting the Trust’s 's annual review of the Compliance Policies and Procedures pursuant to Rule 38a-1 for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place. (f) The CCO shall cooperate with any examination or investigation and take all reasonable actions in the performance of his/her its duties under this Agreement, to ensure that the necessary information is made available to the Securities and Exchange Commission or any other regulatory authority in connection with any regulatory examination or investigation of the Trust.