INVESTMENT SUB-ADVISORY AGREEMENT
This INVESTMENT SUB-ADVISORY
AGREEMENT (“Agreement”) effective as of September 30, 2022, is by and among Broadmark Asset Management, LLC (the “Sub-Advisor”),
Ultimus Managers Trust (the “Trust”), on behalf of the Westwood Broadmark Tactical Plus Fund, a series of the Trust (the “Fund”),
and Salient Advisors, L.P. (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 September 30, 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 expressed 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, custodian or recordkeeping agent for 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 securities
or other assets of the Fund for which the Advisor, custodian or recordkeeping agent seeks assistance from the Sub-Advisor or identifies
for review by the Sub-Advisor. This assistance includes (but is not limited to): (i) designating an employee of the Sub-Advisor for consultation
when the Trustees convene; (ii) notifying the Advisor in the event the Sub-Advisor determines, with respect to a security that is held
both by the Fund and by another account managed by the Sub-Advisor, to price the security pursuant to such other account’s policies
and procedures for determining the fair value of a security; (iii) obtaining bids and offers or quotes from broker/dealers or market-makers
with respect to securities held by the Fund, upon the request of the Advisor; (iv) verifying pricing and providing fair valuations or
recommendations for fair valuation in accordance with the Fund’s valuation procedures, as they may be amended from time to time;
and (v) maintaining adequate records and written backup information with respect to the securities valuation services provided hereunder,
and providing such information to the Advisor upon request; |
| (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 no material non-public information that may be in its possession in making investment decisions for the Fund, nor seek to obtain
any such information; |
| (o) | use its best judgment and efforts in rendering the advice and services contemplated by this Agreement; and |
| (p) | 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 for financial futures and options and securities (such accounts hereinafter referred to as “Brokerage
Accounts”) on behalf of and in the name of the Fund; 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 advisor.
| 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. “Best execution” shall mean
prompt and reliable execution at the most favorable terms of execution, taking into account price, speed and efficiency of execution,
other factors that may be deemed relevant by the Sub-Advisor, and the other provisions hereinafter set forth. 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 Fund, its 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, 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 Fund,
its 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 Fund and/or its 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
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 13 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. The services of the Sub-Advisor are not 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 September 30, 2024, 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 1940 Act) 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 1940 Act) 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 gives written instructions to the contrary, the Sub-Advisor shall vote
all proxies solicited by or with respect to the issuers of securities invested in 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 shall use its best good
faith judgment to vote such proxies in a manner which best serves the interests of the Fund’s shareholders. The Sub-Advisor may
delegate proxy voting to a third-party company 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 facsimile, at the address or number
stated below. |
If to the Trust:
Xxxxxxx Managers Trust
000 Xxxxxxxx Xxxxx, Xxxxx 000
Cincinnati, Ohio 45246
Attn: President
If to the Sub-Advisor:
Xxxxxxxxxxx X. Xxxxxxx |
and |
Xxxxxx Xxxxx |
Broadmark Asset Management, LLC |
|
Broadmark Asset Management, LLC |
000 Xxxxx’x Xxxxxxx Xxxx, Suite 000 |
|
00 Xxxx 00xx Xxxxxx, 3rd Floor |
Greenbrae, CA 94904 |
|
New York, NY 10022 |
If to the Advisor:
Salient Advisors, L.P.
0000 Xxx Xxxxxx, 0xx Xxxxx,
Houston, Texas, 77027
| 18. | Confidential Information. Any information supplied by the Trust, the Fund or the Advisor, which
is not otherwise in the public domain, in connection with the Fund or the Advisor is to be regarded as confidential and for use only by
the Sub-Advisor and/or its agents, and only in connection with the Sub-Advisor’s services under this Agreement. Any information
supplied by the Sub-Advisor, which is not otherwise in the public domain, in connection with the performance of its duties hereunder is
to be regarded as confidential and for use only by the Fund and/or its agents, and only in connection with the Fund and its investments.
Any party in receipt of confidential information shall use reasonable precautions (substantially identical to those used in safeguarding
of its own confidential information) that its directors, officers, employees and advisors abide by these confidentiality provisions. |
| (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 II 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) | Agency Relationship. Nothing herein shall be construed as constituting the Sub-Advisor as an agent of the Trust or the
Fund, except as otherwise contemplated herein. |
| (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 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. |
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
PLUS FUND
BROADMARK ASSET MANAGEMENT, LLC
| By: | /s/ Xxxxxxxxxxx X. Xxxxxxx |
| Name: | Xxxxxxxxxxx X. Xxxxxxx |
| Title: | Co-Chief Executive Officer & |
Chief Investment Officer
SALIENT ADVISORS, L.P.
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.