AMENDMENT to TRANSFER AGENT AND SHAREHOLDER SERVICES Agreement Between THE FIRST WESTERN FUNDS Trust and Ultimus Fund Solutions, LLC
AMENDMENT
to
TRANSFER AGENT AND SHAREHOLDER SERVICES Agreement
Between
and
Ultimus Fund Solutions, LLC
This Amendment revises the Transfer Agent and Shareholder Services Agreement, dated August 16, 2012, (the “Agreement”) by and between The First Western Funds Trust (the “Trust”), an Ohio business trust, and Ultimus Fund Solutions, LLC (“Ultimus”), an Ohio limited liability company (collectively the “Parties”).
The Parties agree to amend Sections 6 and 19 and Schedule B of the Agreement, effective July 1, 2018, to revise the terms of the Agreement as described below.
1. | The first and second paragraphs of Section 6 of the Agreement are deleted and replaced with the following: |
6. | TERM OF THIS AGREEMENT. |
The term of this Agreement shall continue in effect, unless earlier terminated by either party hereto as provided hereunder, for a period of three years from the effective date of this Amendment. Thereafter, unless otherwise terminated as provided herein, this Agreement shall be renewed automatically for successive one-year periods.
This Agreement may be terminated (i) by provision of sixty (60) days’ written notice; or (ii) for “cause” (as defined herein) upon the provision of thirty (30) days’ advance written notice by the party alleging cause.
The Trust or Portfolio that provides a notice of early termination other than for “cause,” “liquidation,” or “change of ownership of the Trust’s investment adviser” is subject to an “Early Termination Fee” equal to the pro-rated fee amount due to Ultimus through the end of the then-current term as calculated in accordance with the Fee Schedule in Schedule B to this Agreement.
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The Trust or Portfolio that provides a notice of early termination due to the liquidation of a Portfolio or Portfolios shall be subject to an Early Termination Fee as contemplated in the Administration Agreement between the Trust and Ultimus for such a termination.
The Trust or Portfolio that provides a notice of early termination due to the change of ownership of the Trust’s investment adviser is subject to an “Early Termination Fee” equal to the pro-rated fee amount due to Ultimus through the lesser of: (1) twelve months from the date of termination or (2) the end of the then-current term as calculated and set forth in the applicable Fee Schedule in Schedule B to this Agreement.
2. | Section 19 of the Agreement is deleted in its entirely and replaced with the following: |
19. | NOTICES. |
Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice, at the following address: if to the Trust, at 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, Attn: Xxxx Xxxxxx; and if to Ultimus, at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000, Attn: Xxxxxx X. Xxxxxx; or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.
3. | The Parties agree to amend Schedule B “Fees and Expenses” of the Agreement to update the fees: |
The last paragraph in the Section titled “FEES” is deleted in its entirety and replaced with the following:
FEES.
For a Portfolio or Share Class with 100 shareholders or less, the monthly fee would be reduced to $1,000 ($12,000 annual fee).
Except as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms. If there is a conflict between this Amendment and the Agreement, the terms of this Amendment will prevail.
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The parties duly executed this Amendment as of July 1, 2018.
The First Western Funds Trust | Ultimus Fund Solutions, LLC | ||||
By: |
/s/ Xxxx Xxxxxx |
By: |
/s/ Xxxx Xxxxx |
||
Name: | Xxxx Xxxxxx | Name: | Xxxx X. Xxxxx | ||
Title: | President | Title: | CEO |
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