SECOND AMENDMENT TO MUTUAL FUND SERVICES AGREEMENT

SECOND AMENDMENT TO

MUTUAL FUND SERVICES AGREEMENT

This Amendment to the Mutual Fund Services Agreement (“Amendment”) is entered into and effective as of February 1, 2016 by and between Ultimus Asset Services, LLC (formerly known as Huntington Asset Services, Inc.) (“Ultimus”), Valued Advisers Trust, (the “Trust”), and BRC Investment Management, LLC (“Adviser”).

WHEREAS, the Trust, Ultimus, and the Adviser entered into a Mutual Fund Services Agreement (the “Agreement”) dated as of December 12, 2012;

WHEREAS, the parties desire to amend the Agreement to reflect the addition of one new Fund and to set forth their mutual understanding and agreement regarding the fees to be paid to Ultimus pursuant to the Agreement;

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment. Effective as of February 1, 2016, the Agreement is amended as follows:

a. The term of the Agreement, as provided in Section 10, is hereby extended through December 12, 2017. The Agreement will automatically renew for additional 1 year terms, unless terminated by any party upon written notice given at least 30 days prior to the expiration of the then current term.

b. EXHIBIT A to the Agreement is replaced with the EXHIBIT A attached hereto.

c. EXHIBIT E to the Agreement is replaced with the EXHIBIT E attached hereto.

d. With respect to the Advisor Class Shares of the BRC Large Cap Focus Equity Fund, Ultimus agrees to waive its base fees, as described in Section I of the Transfer Agency, Fund Accounting, and Fund Administration fee schedules contained in EXHIBIT E, during the six month period beginning on the date the Fund commences operations of the Advisor Class shares. Following this period, Ultimus agrees to discount such fees by 50% for the subsequent six month period. Thereafter, all fees contained in EXHIBIT E attached hereto will apply.

2. Ratification and Confirmation of Agreement. Except as specifically set forth herein, the Agreement is hereby ratified and confirmed in all respects and shall remain in full force and effect.

3. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4. Defined Terms. Any capitalized word not otherwise defined in this Amendment shall have the meaning given to such word in the Agreement.

5. Modification and Governing Law. This Amendment may not be modified except by a writing signed by authorized representatives of the parties to this Amendment. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of Indiana.

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

ULTIMUS FUND SERVICES, LLC		VALUED ADVISERS TRUST
By: /s/ Xxxx Xxxxxxx		By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxx Xxxxxxx		Name: Xxxxxxx X. Xxxxxx
Title: Managing Director		Title: Vice President
BRC INVESTMENT MANAGEMENT, LLC
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Managing Principal

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EXHIBIT A

to

Mutual Fund Services Agreement

List of Portfolios

BRC Large Cap Focus Equity Fund

BRC Mid Cap Diversified Equity Fund

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EXHIBIT E

to

Mutual Fund Services Agreement

Fees and Expenses

TRANSFER AGENCY FEE SCHEDULE

Additional services not contemplated in this schedule will be negotiated on a case-by-case basis.

I. Base Fees (as defined in the General Description of Transfer Agency Services) [1] [2]

Annual Per Account Fees

•       Direct accounts		-   $18 per year
•       NSCC accounts		-   $14 per year

Annual per account fees are subject to an annual minimum of $18,000 per portfolio. Each additional share class of an existing portfolio is subject to an annual minimum of $5,000.

[1] Fees do not include out-of-pocket expenses which include but are not limited to: fulfillment services, form design and printing, statement and confirmation production, tax form production and mailing, paper and envelope design and printing, postage and handling, shipping, bank fees, NSCC charges, record storage, telephone charges, DST FanMail/VISION, regulatory filing fees and all other expenses incurred on behalf of the Trust and its individual portfolios. Additional services and/or fees not contemplated in this schedule will be negotiated on a per occurrence basis.

[2] Annual minimum fees are subject to a cost of living adjustment of 3% per year based on the prior year’s annual minimum fee.

II. Anti-Money Laundering – Customer Identification Program (Patriot Act)

•       New account service		-   $4 per account
•       Annual OFAC support		-   $1.50 per active account
•       Research		-   $150 per hour plus 3rd party research service fees
•       Suspicious reporting		-   $150 per report

III. Other Services

•       Rule 22c2 support and monitoring, if applicable		-   $4,500 per portfolio per year
•       Physical commission/12b- 1 check		-   $10 per check
•       Offline shareholder research		-   $50 per hour (1 hour minimum, billed to shareholder)
•       XXX account annual maintenance		-   $15 per account billed to shareholder
•       Compliance mailings:		-   External vendor – pass through
(semi-annual, annual reports, W-8/W-9, etc.)		-   Internal mailing - $3.50 per item
•       Fulfillment (3rd party vendor)		-   Pass through plus $1.00 per order
•       AD-HOC report generation		-   $150 per report
•       Updates of model forms/documents		-   $50 per document
•       Customization of forms/documents		-   $2,500 per document
•       Custom programming or data extractions:
•    Systems staff		-   $150 per hour
•    Third party vendor		-   Quoted as needed

IV. Repricing

There will be a $500.00 per day minimum fee/rerun charge when the nightly processing has to be repeated due to incorrect NAV or dividend information received from the Portfolio Pricing Agent due to incorrect or untimely information provided by an Advisor or its Agent.

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FUND ACCOUNTING FEE SCHEDULE

Additional services not contemplated in this schedule will be negotiated on a case-by-case basis.

I. Base Fees (as defined in the General Description of Fund Accounting Services) [1][2][3]

Annual Basis Point Fees

0.04% for the first $100 million in average net assets

0.02% from $100 million to $250 million in average net assets

0.01% from $250 million to $1 billion in average net assets

0.005% over $1 billion in average net assets

Annual basis point fees are subject to an annual minimum of $25,000 per portfolio for domestic funds and $33,000 for international/global funds. Each additional share class of an existing portfolio is subject to an annual minimum of $5,000.

[1] Fees do not include out-of-pocket expenses which include but are not limited to: postage, special reports, proxies, insurance, auditing fees, legal fees, bank fees, record storage, federal and state regulatory filing fees and all other expenses incurred on behalf of the Trust or its individual portfolios. Additional services and/or fees not contemplated in this schedule will be negotiated on a per occurrence basis.

[2] Annual minimum fees are subject to a cost of living adjustment of 3% per year based on the prior year’s annual minimum fee.

[3] Fees are subject to change depending upon the use of derivatives – (option, futures, short sales, etc.)

II. Pricing and Capital Changes

Security pricing fees are detailed in Appendix A.

III. Other Services

•    Multiple advisors/sub-advisers per portfolio		-   $10,000 per advisor/sub-advisor in excess of one trading per portfolio
•    Multiple custodians		-   $5,000 per custodial account in excess of one per portfolio
•    ADHOC report generation		-   $150 per report
•    Programming or custom data extraction:
•    Systems staff		-   $150 per hour
•    Third party vendor		-   Quoted as needed

IV. Repricing Charges

For incorrect or untimely information provided by an Advisor or its Agent, Huntington may charge $500.00 per day for each day that a portfolio is repriced. Huntington reserves the right to charge $50 per occurrence for each information change where repricing is not required, but additional work processes must be performed or repeated, e.g., incorrect/late trade ticket.

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FUND ADMINISTRATION FEE SCHEDULE

Additional services not contemplated in this schedule will be negotiated on a case-by-case basis.

I. Base Fees (as defined in the General Description of Fund Administration Services) [1][2]

Annual Basis Point Fees

0.07% for the first $100 million in average net assets;

0.05% from $100 million to $250 million in average net assets;

0.04% from $250 million to $1 billion in average net assets;

0.02% over $1 billion in average net assets;

Annual basis point fees are subject to an annual minimum of $30,000. Each additional share class of an existing portfolio is subject to an annual minimum of $5,000.

[1] Fees do not include out-of-pocket expenses which include but are not limited to: printing, postage and handling, shipping, record storage, blue sky state registration fees, edgarizing, regulatory filing fees and all other expenses incurred on behalf of the Trust and its individual portfolios. Additional services and/or fees not contemplated in this schedule will be negotiated on a per occurrence basis.

[2] Annual minimum fees are subject to a cost of living adjustment of 3% per year based on the prior year’s annual minimum fee.

II. Other Services

•    Blue Sky filings		-   $100 per filing
•    CCO support include Trust CCO		-   $3,000 per fund

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INTERNET SERVICES FEE SCHEDULE

Additional services not contemplated in this schedule will be negotiated on a case-by-case basis.

I. Model Website

Setup and Maintenance

•    Development, setup and branding		-   $5,000 per occurrence
•    Site maintenance [1]		-   $2,500 per year
•    Site hosting		-   $600 per year

[1] Annual Maintenance includes quarterly updates of fact sheets, performance and holdings as well as the annual report, semi-annual report, prospectus and forms.

II. Shareholder Access

  Setup and Maintenance

•    Setup and branding of Standard Pages [1] - $7,500 per occurrence

[2] Standard Pages are branded to include the name of the Fund group and the Fund logo. Design and layout of the standard pages are subject to change.

  Fees

•    Shareholder Access Fee		-   $12,000 per year
•    Clerical/Maintenance Transactions		-   $0.75 each
•    Financial Transactions		-   $0.40 each
•    Inquiry		-   $0.05 each
•    New Accounts		-   $1.90 each

III. E-Delivery

  Setup and Maintenance

•    Electronic statement setup -   $3,500

  Fees

•    Electronic statement/confirmation creation,delivery, tracking and retention		-   $0.30 per statement, minimum $250 per statement cycle
•    Electronic delivery and tracking of material		-   $500 per instance, plus $0.30 per electronic delivery

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CONVERSION AND NEW FUND SETUP FEE SCHEDULE

I. New Fund Start-up / Conversion Fees

•    New fund establishment		-   $10,000 per portfolio
•    Electronic conversion		-   Quoted based on business requirements

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APPENDIX A – SECURITY PRICING FEES

Security Pricing Fees

ABS		$1.28		Hard-to-Value issues (HTV’s)		$3.00
Adjustable Rate Mortgage Backed Securities		$0.74		High Yield Corporate		$0.87
Agency Prices		$0.25		High Yield Securities		$0.87
ARMS		$0.80		International (Equities, ISMA)		$0.57
Canadian Bonds		$0.10		International (Bond Evaluations)		$1.10
CLOs		5.00 each with a $100 monthly minimum per Security Identifier		IO Inverse		$2.50
CMOs		$0.86		MBS Bonds		$0.47
				MBS Factors* (Flat Fee)		$0.00
				MBS Factors (Per Item) (Cum)		$0.45
CMO Non-Agency Whole Loan ARMS		$1.08		Mortgage TBA’s		$0.25
CMO ARMS		$1.28		Municipal High Yield Bonds		$1.09
Commercial Mortgage Backed Securities		$2.17		Munis		$0.65
Corps/Govt Bonds/Money Mkt		$0.57		Options/Futures (Listed)		$0.10
Corps/Gov Bonds/MTN (Wkly Priced)		$0.57		Preferred Convertible		$1.10
Corporate Floaters		$0.50		SBAs		$0.65
CMBS		$2.00		Specified Pool Pricing		$0.25 (1-1000)
Domestic Equities# (Daily Priced)		$0.10				$0.07 (1000+)
Domestic Equities (Weekly Priced)		$0.10		Swaps (Credit Default)		$1.60
DUS Pools		$0.50		Swaps (Interest Rate)		$0.30
Emerging Market Prices		$0.50		Treasury		$0.28
Floating Rate MTN		$0.51		Variable Rates		$1.16

Manual/Adviser Provided Pricing/Pricing Support

- $100 per month – up to 5 per day		- $200 per month – above 5 per day
- Pricing support - $75.00 per month per fund		(Bloomberg, MFQS, CCH, etc,)

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