UTG INC

The Audit Committee is required to be directly responsible for the appointment, compensation and retention of the Company’s independent registered public accounting firm. The Audit Committee appointed Kerber, Eck & Braeckel LLP (“KEB”) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 and appointed Armanino LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022.

In 2023, Armanino LLP, the Company’s external audit firm, notified the Company that they would be resigning as the Company’s independent registered public accounting firm for the upcoming year end 2023. The decision to discontinue the engagement related to a change in direction at the audit firm.

On September 19, 2023, the Company’s audit committee approved the appointment of Kerber, Eck & Braeckel LLP as the Company’s independent registered public accounting firm. This change in audit firms was originally reported on Form 8-K filed with the SEC on September 20, 2023.

Amounts paid to, or billed by, the Company’s principal accountant, during the two most recent fiscal years by category were as follows:

Audit Fees -Audit fees paid for these audit services in the fiscal years ended December 31, 2023 and 2022 totaled $130,000 and $120,000 respectively. Fees billed for the quarterly reviews of the Company’s financial statements totaled $37,500 and $34,500 for the years 2023 and 2022, respectively.

Audit Related Fees - No audit related fees were incurred by the Company from KEB or Armanino for the years ended December 31, 2023 and 2022.

Tax Fees –For the years ended December 31, 2023 and 2022, the Company paid $22,709 and $16,500, respectively, to Armanino relating to certain tax advice and electronic filing of certain federal and state income tax returns of the Company.

All Other Fees –During 2023 the Company paid Armanino $20,475 for the audit of the Company’s employee benefit plan. During 2022, the Company paid no other fees to Armanino.

Part IV