CUSTODIAN AND TRANSFER AGENT AGREEMENT
AMENDMENT TO
CUSTODIAN AND TRANSFER AGENT AGREEMENT
THIS AMENDMENT TO CUSTODIAN AND TRANSFER AGENT AGREEMENT (this
"Amendment") is made as of February 21, 2024 by and between BROWN BROTHERS XXXXXXXX & CO., a limited partnership organized under the laws of the State of New York ("BBH&Co." or, when referring to BBH&Co. in its capacity as custodian, the "Custodian," and when referring to BBH&Co. in its capacity as transfer agent, the "TA"), and ULTIMUS MANAGERS TRUST (the "Fund"), an open-end management investment company organized as an unincorporated business trust under the laws of the State of Ohio and registered with the Securities and Exchange Commission under the Investment Company Act of 1940.
WHEREAS, BBH&Co. and the Fund entered into a Custodian and Transfer Agent Agreement, dated as of August 10, 2021 (as amended, modified and/or supplemented to date, the "Agreement;" all capitalized terms used but not defined herein shall have the meanings set forth in the Agreement); and
WHEREAS, BBH&Co. and the Fund desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, BBH&Co. and the Fund hereby agree as follows:
1. The Agreement is hereby amended by deleting Schedule I in its entirety and replacing it with the attached Schedule I.
2. This Amendment may be executed in any number of counterparts each of which shall be deemed to be an original. This Amendment shall become effective when one or more counterparts have been signed and delivered by each of the parties. A photocopy or telefax of the Amendment shall be acceptable evidence of the existence of the Amendment and BBH&Co. shall be protected in relying on the photocopy or telefax until BBH&Co. has received the original of the Agreement.
| 3. | This Amendment, together with the Agreement, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect hereto. Except as expressly modified hereby, the Agreement shall continue in full force and effect in accordance with its terms and conditions. |
| 4. | This Amendment shall be construed in accordance the governing law and exclusive jurisdiction provisions of the Agreement. |
[Signature page follows]
IN WITNESS WHEREOF, each of the undersigned parties has executed this Amendment to Custodian and Transfer Agent Agreement effective as of the date first above written.
BROWN BROTHERS XXXXXXXX & CO.
/s/ Xxxx Xxxxxx
By: Name: Xxxx Xxxxxx
Title: Date: | Managing Director 23 February 2024 |
/s/ Xxxx X. Xxxx
By: Name: Xxxx X. Xxxx
| Title: | President |
| Date: | February 21, 2024 |
SCHEDULE I: LIST OF PORTFOLIOS
Lyrical Asset Management LP- US Value ETF Q3 All-Season Active Rotation ETF
Westwood Salient Enhanced Midstream Income ETF Westwood Salient Enhanced Energy Income ETF
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