0001111830-12-000682 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 11th, 2012 • Ultimus Managers Trust • Ohio

This Agreement made as of June 7, 2012 by and between Ultimus Managers Trust (the “Trust”), an Ohio business trust, and Ultimus Fund Distributors, LLC, an Ohio limited liability company (“Distributor”).

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 11th, 2012 • Ultimus Managers Trust • Ohio

This Investment Advisory Agreement (the “Agreement”) is made and entered into effective as of June 5, 2012, by and between Ultimus Managers Trust, an Ohio business trust (the “Trust”) on behalf of each series of the Trust set forth on Schedule A attached hereto (individually the “Fund” and collectively the “Funds”), a series of shares of the Trust, and Apex Capital Management, Inc., an Ohio corporation (the “Adviser”).

EXPENSE LIMITATION AGREEMENT FOR ULTIMUS MANAGERS TRUST
Expense Limitation Agreement • September 11th, 2012 • Ultimus Managers Trust

THIS AGREEMENT, dated as of June 5, 2012, is made and entered into by and between the Ultimus Managers Trust, an Ohio business trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A attached hereto (individually a “Fund” and collectively the “Funds”), and Veripax Financial Management, LLC (the “Adviser”).

EXPENSE LIMITATION AGREEMENT FOR ULTIMUS MANAGERS TRUST
Expense Limitation Agreement • September 11th, 2012 • Ultimus Managers Trust

THIS AGREEMENT, dated as of June 5, 2012, is made and entered into by and between the Ultimus Managers Trust, an Ohio business trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A attached hereto (individually a “Fund” and collectively the “Funds”), and Cincinnati Asset Management, Inc. (the “Adviser”).

CUSTODY AGREEMENT
Custody Agreement • September 11th, 2012 • Ultimus Managers Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 5th day of June, 2012, by and between ULTIMUS MANAGERS TRUST, an Ohio business trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

INITIAL CAPITAL AGREEMENT
Initial Capital Agreement • September 11th, 2012 • Ultimus Managers Trust
ULTIMUS MANAGERS TRUST FIRST AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • September 11th, 2012 • Ultimus Managers Trust

THIS FIRST AMENDMENT dated as of the 20th day of August, 2012, to the Custody Agreement, dated as of June 5, 2012, (the " Custody Agreement"), is entered into by and between ULTIMUS MANAGERS TRUST, an Ohio business trust, (the “Transfer Agent”) and U.S. BANK, N.A., a national banking association (the "Custodian").

ULTIMUS MANAGERS TRUST SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • September 11th, 2012 • Ultimus Managers Trust

THIS SECOND AMENDMENT dated as of the 21st day of August, 2012, to the Custody Agreement, dated as of June 5, 2012, as amended August 20, 2012 (the " Custody Agreement"), is entered into by and between ULTIMUS MANAGERS TRUST, an Ohio business trust, (the “Transfer Agent”) and U.S. BANK, N.A., a national banking association (the "Custodian").

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