Investment Advisory Agreement (the “Agreement”) is made and entered into effective as of March 31, 2020, 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 Blueprint Fund Management, LLC, a North Carolina limited liability company (the “Adviser”).
the Trust is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end
management investment company, and offers for sale distinct series of shares of beneficial interest, each corresponding to a distinct
portfolio, including, the Fund; and
the Trust desires to avail itself of the services, information, advice, assistance and facilities of an investment adviser on
behalf of the Fund, and to have that investment adviser provide or perform for the Fund various research, statistical and investment
the Adviser is registered as an investment advisor under the Investment Advisers Act of 1940 (“Advisers Act”),
and engages in the business of asset management and is willing to furnish such services to the Fund on the terms and conditions
hereinafter set forth;
the Trust and the Adviser hereby agree as follows:
of the Adviser. The Trust hereby employs the Adviser to invest and reinvest the assets of the Fund in the manner set forth
in Section 2 of this Agreement subject to the direction of the Board of Trustees of the Trust (“Trustees”)
and the officers of the Trust, for the period, in the manner, and on the terms set forth hereinafter. The Adviser hereby accepts
such employment and agrees during such period to render the services and to assume the obligations herein set forth. The Adviser
shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized
(whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent
of the Trust.
of Investment Adviser
Services. The Adviser agrees to perform the following services (the “Services”) for the Trust:
the investment and reinvestment of the assets of the Fund;
review, supervise, and administer the investment program of the Fund;
in its discretion, the securities to be purchased, retained or sold (and implement those decisions) with respect to the Fund;
the Trust and the Fund with records concerning the Adviser’s activities under this Agreement which the Trust and the Fund
are required to maintain;
regular reports to the Trust’s Trustees and officers concerning the Adviser’s discharge of the foregoing responsibilities;
such other services as agreed by the Adviser and the Trust from time to time.
Adviser shall discharge the foregoing responsibilities subject to the control of the Trustees and officers of the Trust and in
compliance with (i) such policies as the Trustees may from time to time establish; (ii) the Fund’s objectives, policies,
and limitations as set forth in its prospectus (“Prospectus”) and statement of additional information (“Statement
of Additional Information”), as the same may be amended from time to time; and (iii) with all applicable laws and regulations.
All Services to be furnished by the Adviser under this Agreement may be furnished through the medium of any directors, officers
or employees of the Adviser or through such other parties as the Adviser may determine from time to time.
and Personnel. The Adviser agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services
and to provide the office space, furnishings, equipment and personnel as may be reasonably required in the judgment of the Trustees
and officers of the Trust to perform the Services on the terms and for the compensation provided herein. The Adviser shall authorize
and permit any of its officers, directors and employees, who may be elected as Trustees or officers of the Trust, to serve in
the capacities in which they are elected. Except to the extent expressly assumed by the Adviser herein and except to the extent
required by law to be paid by the Adviser, the Trust shall pay all costs and expenses in connection with its operation.
and Records. All books and records prepared and maintained by the Adviser for the Trust and the Fund under this Agreement
shall be the property of the Trust and the Fund and, upon request therefor, the Adviser shall surrender to the Trust and the Fund
such of the books and records so requested.
Transactions. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio
securities for the Fund. With respect to brokerage selection, the Adviser shall seek to obtain the best overall execution for
Fund transactions, which is a combination of price, quality of execution and other factors. The Adviser may, in its discretion,
purchase and sell portfolio securities from and to brokers and dealers who provide the Adviser with brokerage, research, analysis,
advice and similar services, and the Adviser may pay to these brokers and dealers, in return for such services, a higher commission
or spread than may be charged by other brokers and dealers, provided that the Adviser determines in good faith that such commission
is reasonable in terms either of that particular transaction or of the overall responsibility of the Adviser to the Fund and its
other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its
other clients over the long-term. The Adviser will promptly communicate to the Trustees and the officers of the Trust such information
relating to portfolio transactions as they may reasonably request.
of the Adviser. As compensation for the services that the Adviser is to provide or cause to be provided pursuant to Paragraph
2, the Fund shall pay to the Adviser an annual fee, computed and accrued daily and paid in arrears monthly, at the rate set forth
on Schedule A, which shall be a percentage of the average daily net assets of the Fund (computed in the manner set forth in the
Fund’s most recent Prospectus and Statement of Additional Information) determined as of the close of business on each business
day throughout the month. If the Adviser shall so request in writing, with the approval of the Trustees, some or all of such fee
shall be paid directly to a sub-adviser. The fee for any partial month under this Agreement shall be calculated on a proportionate
of Investment Adviser. The services of the Adviser to the Trust and the Fund are not to be deemed exclusive, and the Adviser
shall be free to render similar services to others so long as its Services to the Trust and the Fund are not impaired thereby.
The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have
no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed an agent of the Trust or the Fund.
Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of the Adviser, who may also
be a trustee, officer or employee of the Trust, to engage in any other business or to devote his or her time and attention in
part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
Interests. Trustees, agents, and stockholders of the Trust are or may be interested in the Adviser (or any successor thereof)
as directors, partners, officers, or stockholders, or otherwise; and directors, partners, officers, agents, and stockholders of
the Adviser are or may be interested in the Trust as Trustees, stockholders or otherwise; and the Adviser (or any successor) is
or may be interested in the Trust as a stockholder or otherwise.
of Liability; Indemnification. The Adviser assumes no responsibility under this Agreement other than to render the Services
called for hereunder. The Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund
in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect
to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set
forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard
on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is
agreed that the Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust’s registration
statement under the Act or the Securities Act of 1933, as amended (“1933 Act”), except for information supplied by
the Adviser for inclusion therein. The Trust agrees to indemnify the Adviser to the full extent permitted by the Trust’s
Declaration of Trust, a copy of which is on file with the Secretary of the State of Ohio. Notice is hereby given that this instrument
is executed on behalf of the Trustees and not individually and that the obligations of this instrument are not binding upon any
of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust (or if the
matter relates only to a particular Fund, that Fund), and the Adviser shall look only to the assets of the Trust, or the particular
Fund, for the satisfaction of such obligations or any liability arising in connection therewith, and no other series of the Trust
shall incur any liability or obligation in connection therewith.
This Agreement shall remain in effect for an initial term of two years from the date hereof, and from year to year thereafter
provided such continuance is approved at least annually by the vote of a majority of the trustees of the Trust who are not “interested
persons” (as defined in the 0000 Xxx) of the Trust, which vote must be cast in person at a meeting called for the purpose
of voting on such approval; provided, however, that:
(a) the Trust may, at any time and without the payment of any penalty, terminate this Agreement
upon 60 days written notice of a decision to terminate this Agreement by (i) the Trustees; or (ii) the vote of a majority of the
outstanding voting securities of the Fund;
(b) the Agreement shall immediately terminate in the event of its assignment (within the
meaning of the Act and the Rules thereunder);
Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to the Trust
and the Fund; and
terms of paragraph 7 of this Agreement shall survive the termination of this Agreement.
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement
shall be effective until approved by vote of the holders of a majority of the Fund’s outstanding voting securities.
Law. This Agreement shall be construed in accordance with, and governed by, the substantive laws of the State of Ohio without
regard to the principles of the conflict of laws or the choice of laws.
and Warranties of the Adviser. The Adviser hereby represents and warrants to the Trust as follows: (i) the Adviser is a limited
liability corporation duly organized, validly existing, and in good standing under the laws of the State of North Carolina and
is fully authorized to enter into this Agreement and carry out its duties and obligations hereunder; and (ii) the Adviser is registered
as an investment adviser with the Securities and Exchange Commission (“SEC”) under the Advisers Act, and shall maintain
such registration in effect at all times during the term of this Agreement.
and Warranties of the Trust. The Trust hereby represents and warrants to the Adviser as follows: (i) the Trust has been duly
organized as a business trust under the laws of the State of Ohio and is authorized to enter into this Agreement and carry out
its terms; (ii) the Trust is registered as an investment company with the SEC under the Act; (iii) shares of the Fund are registered
for offer and sale to the public under the 1933 Act; and (iv) such registrations will be kept in effect during the term of this
of Agreement. The Trust is entering into this Agreement solely on behalf of the Fund or Funds named herein individually and
not jointly. Notwithstanding any to the contrary in this Agreement, no breach of any term of this Agreement shall create a right
or obligation with respect to any series of the Trust other than the Fund; (b) under no circumstances shall the Adviser have the
right to set off claims relating to the Fund by applying property of any other series of the Trust; and (c) the business and contractual
relationships created by this Agreement, consideration for entering into this Agreement, and the consequences of such relationship
and consideration relate solely to the Trust and the Fund.
Procedures. The Adviser will, in accordance with Rule 206(4)-7 of the Advisers Act, adopt and implement written policies and
procedures reasonably designed to prevent violations of the Advisers Act and will provide the Trust with copies of such written
policies and procedures upon request.
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.
Notices of any kind to be given to the Trust hereunder by the Adviser shall be in writing and shall be duly given if mailed
or delivered to the Ultimus Managers Trust at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000, Attention: Director of Fund
Administration, or to such other address or to such individual as shall be so specified by the Trust to the Adviser. Notices of
any kind to be given to the Adviser hereunder by the Trust shall be in writing and shall be duly given if mailed or delivered
to Blueprint Fund Management, LLC at 0000 Xxxxxxxxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxx
Xxxxxxx, or at such other address or to such individual as shall be so specified by the Adviser to the Trust. Notices shall be
deemed received when delivered in person or within four days after being deposited in the United States mail, postage prepaid,
registered or certified mail, return receipt requested or upon receipt of proof of delivery when sent by overnight mail or overnight
courier, addressed as stated above.
Witness Whereof, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.
|Ultimus Managers Trust, on behalf of the Fund
listed on Schedule A
||BLUEPRINT FUND MANAGEMENT, LLC
Xxxxx X. Xxxxxx
FUND MANAGEMENT, LLC
|Blueprint Growth Fund
|*||As a percent of average daily
net assets. Note, however, that the Adviser shall have the right, but not the obligation, to voluntarily waive any portion of
the advisory fee from time to time.