Common use of Representations and Deliveries Clause in Contracts

Representations and Deliveries. (a) The Administrator represents and warrants to UMBFS that: (i) It is a limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (b) The Administrator shall use reasonable efforts to cause the Fund’s officers and trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFS, in order to enable UMBFS to perform the Services. In connection with the performance of the Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Administrator. (c) The Board, the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. UMBFS’s monitoring and other functions hereunder shall not relieve the Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator if it becomes aware of any non-compliance which relates to the Fund. The UMBFS shall provide the Administrator with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (d) The Administrator agrees that it shall advise UMBFS in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS thereto. (e) UMBFS represents and warrants to the Administrator that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Administrator represents and warrants to UMBFS that: (i) It is a limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (b) The Administrator shall use reasonable efforts to cause the Fund’s officers and trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFS, in order to enable UMBFS to perform the Services. In connection with the performance of the Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Administrator. (c) The Board, the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. UMBFS’s monitoring and other functions hereunder shall not relieve the Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator if it becomes aware of any non-compliance which relates to the Fund. The UMBFS shall provide the Administrator with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (d) The Administrator agrees that it shall advise UMBFS in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS thereto. (e) The Administrator will notify UMBFS of any discrepancy between UMBFS and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by UMBFS to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) UMBFS represents and warrants to the Administrator that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (fh) UMBFS shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator. (gi) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Administrator Trust represents and warrants to UMBFS that: (i) It that it is a limited liability registered as an open-end management investment company duly organized and existing under the laws of the State of Delaware; 1940 Act and that it is empowered under applicable laws has and by its operating agreements will continue to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It will conduct its business act in compliance in all material respects conformity with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws or any contract binding it or affecting its property of the states in which would prohibit its execution or performance of this AgreementShares are offered and sold, and the rules and regulations thereunder. (b) The Administrator Trust, at its cost, shall use reasonable efforts to cause provide UMBDS with the Fund’s officers necessary scripts, instructions and trusteesall materials (including Prospectuses, reports, article reprints, stationery and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to envelopes) so that UMBDS may provide UMBFS with such information, documents and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFS, in order to enable UMBFS to perform the Services. In connection The Trust shall provide UMBDS from time to time at the earliest practicable date with the performance of such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Administrator. (c) The Board, Trust shall take or cause to be taken all necessary action to register and maintain the Investment Adviser registration of the Shares under the 1933 Act for sale as herein contemplated and the Administrator have shall pay all costs and retain primary responsibility for all compliance matters relating to the Fund including but not limited to (as applicable to the specific parties) compliance expenses in connection with the 1940 registration of Shares under the 1933 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. UMBFS’s monitoring and other functions hereunder shall not relieve the Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS will be responsible for its own compliance all expenses in connection with such statutes insofar as such statutes are applicable maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Services it has agreed to provide Trust hereunder, and will promptly notify the Administrator if it becomes aware of any non-compliance which relates to the Fund. The UMBFS shall provide the Administrator with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (d) The Administrator Trust agrees that it to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall advise UMBFS in writing at least thirty (30) days prior to affecting the time be offered for sale and require qualification. If the Trust receives notice of any change stop order or other proceeding in any Prospectus which would increase such state affecting such qualification or alter the duties and obligations sale of UMBFS hereunderShares, and shall proceed with such change only if it shall have received or of any stop order or other proceeding under the written consent federal securities laws affecting the sale of UMBFS theretoShares, the Trust will give prompt notice thereof to UMBDS. (e) UMBFS The Trust represents to UMBDS that all Registration Statements and Prospectuses of the Trust filed or to be filed with the Commission under the 1933 Act with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the Administrator that: (i) It is a corporation duly organized 1933 Act, the 1940 Act and existing under the laws rules and regulations of the State of WisconsinCommission; it is empowered under applicable law that all information contained in the Registration Statement and by its Articles of Incorporation Prospectus will be true and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance correct in all material respects with all applicable laws when such Registration Statement becomes effective; and regulations, both that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state and federal, and has obtained (a material fact required to be stated therein or will timely obtain) all regulatory approvals necessary to carry on its business make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as now conductedmay be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no statute, rule, regulation, order untrue statement(s) of a material fact in a Registration Statement or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS Prospectus; or (b3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any law applicable advice given to UMBFS. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant it by counsel to the ServicesTrust regarding the necessity or advisability of amending or supplementing the Registration Statement. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Sub-Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Sub-Administrator may reasonably request in order for Sub-Administrator to perform the Services hereunder. (b) The Trust represents and warrants to UMBFS Sub-Administrator that: (i) It is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as a closed-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale in a public offering. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Trust shall use reasonable efforts to cause the FundTrust’s officers and trustees, and shall use its reasonable efforts to cause the FundTrust’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Sub-Administrator and to provide UMBFS Sub-Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Trust as necessary and/or appropriate or as reasonably requested by UMBFSSub-Administrator, in order to enable UMBFS Sub-Administrator to perform the Services. In connection with the performance of the Services, UMBFS Sub-Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Sub-Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Sub-Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorTrust. UMBFS Sub-Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the FundTrust, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorTrust. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund Trust and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSSub-Administrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Sub-Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Trust if it becomes aware of any non-compliance which relates to the FundTrust. The UMBFS Sub-Administrator shall provide the Administrator Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Trust will notify Sub-Administrator of any discrepancy between Sub-Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Sub-Administrator to the Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Trust agrees that it shall advise UMBFS Sub-Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Sub-Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Sub-Administrator thereto. (eg) UMBFS Sub-Administrator represents and warrants to the Administrator Trust that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS Sub-Administrator or (b) any law applicable to UMBFSSub-Administrator. (iii) UMBFS Sub-Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorTrust’s reasonable request, UMBFS Sub-Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (fh) UMBFS The Sub-Administrator shall act as liaison with the a Fund’s independent public accountants, to the extent requested by the Administrator, accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS The Sub-Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorFund. (gi) UMBFS The Sub-Administrator agrees to comply (and to the extent UMBFS the Sub-Administrator takes or is required to take action on behalf of the a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS the Sub-Administrator assumes no responsibility for such compliance by the a Fund. UMBFS The Sub-Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act1000 Xxx) with respect to the Services provided.

Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund; (ii) Copies of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Fund represents and warrants to UMBFS Administrator that: (i) It is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as a closed-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will publicly offer Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made by the Administrator with approval of the Fund before Shares are publicly offered in any jurisdiction and such filings will continue to be made by the Administrator with approval of the Fund, with respect to Shares of the Fund being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Fund shall use reasonable efforts to cause the Fund’s officers and trustees, and shall use its reasonable best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Fund or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorFund. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorFund. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Fund if it becomes aware of any non-compliance which relates to the Fund. The UMBFS Administrator shall provide the Administrator Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto, such consent shall not be unreasonably withheld. (eg) UMBFS Administrator represents and warrants to the Administrator Fund that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS Administrator or (b) any law applicable to UMBFSAdministrator. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorFund’s reasonable request, UMBFS and at least annually, Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (fh) UMBFS The Administrator shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorFund. (gi) UMBFS The Administrator agrees to comply (and to the extent UMBFS the Administrator takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS the Administrator assumes no responsibility for such compliance by the Fund. UMBFS The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act0000 Xxx) with respect to the Services provided.

Representations and Deliveries. (a) The Administrator represents and warrants to UMBFS that: (i) It is a limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (b) The Administrator shall use reasonable efforts to cause the Fund’s officers and trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFS, in order to enable UMBFS to perform the Services. In connection with the performance of the Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Administrator. (c) The Board, the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. UMBFS’s monitoring and other functions hereunder shall not relieve the Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator if it becomes aware of any non-compliance which relates to the Fund. The UMBFS shall provide the Administrator with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (d) The Administrator agrees that it shall advise UMBFS in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS thereto. (e) The Administrator will notify UMBFS of any discrepancy between UMBFS and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by UMBFS to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) UMBFS represents and warrants to the Administrator that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (fh) UMBFS shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator. (gi) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act0000 Xxx) with respect to the Services provided.

Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Fund; (ii) Copies of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Fund represents and warrants to UMBFS Administrator that: (i) It is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an closed-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, if applicable, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Fund being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Fund shall use reasonable efforts to cause the Fund’s officers and officers, trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor underwriter and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. Fees charged by such persons shall be an expense of the Fund. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Fund or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorFund. (cd) The Board, the Investment Adviser Fund has and the Administrator have and retain retains primary responsibility for all compliance matters relating to the Fund including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, to the extent applicable to the Fund, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, the Investment Adviser and the Administrator Fund of their its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Fund if it becomes aware of any material non-compliance which relates to the Fund. The UMBFS Administrator shall provide the Administrator Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, as soon as practicable, but no later than: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto. (eg) UMBFS Administrator represents and warrants to the Administrator Fund that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorFund’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS Administrator shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all exercise reasonable action care in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorServices. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Administrator represents and warrants to UMBFS that: (i) It is a limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (b) The Administrator shall use reasonable efforts to cause the Fund’s officers and trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFS, in order to enable UMBFS to perform the Services. In connection with the performance of the Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Administrator. (c) The Board, the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. UMBFS’s monitoring and other functions hereunder shall not relieve the Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator if it becomes aware of any non-compliance which relates to the Fund. The UMBFS shall provide the Administrator with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (d) The Administrator agrees that it shall advise UMBFS in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS thereto. (e) UMBFS represents and warrants to the Administrator that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act0000 Xxx) with respect to the Services provided.

Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (1) a copy of the Declaration of Trust and By-laws and all amendments thereto, certified by an Authorized Person; (2) copies of the Fund’s Registration Statement, as of the Effective Date, together with any applications filed in connection therewith; (3) all other documents, records, and information that Administrator may reasonably request in order for Administrator to perform the Services. (b) The Fund represents and warrants to UMBFS Administrator that: (i1) It it is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.; (ii2) It it is duly registered as a closed-end investment company under the 1940 Act; (3) a Registration Statement under the 1933 and/or 1940 Act, as required, will conduct be effective before the Fund will issue Shares (and will remain effective during such period as the Fund is offering Shares for sale), and appropriate state securities laws filings will be made before Shares are issued in any jurisdiction (and such filings will continue to be made with respect to Shares being offered for sale); and (4) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, regulations and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order order, or judgment binding on it and no provision of its Declaration of Trust, By-laws laws, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Fund shall use reasonable efforts to cause the Fund’s its officers and trustees, trustees (and shall use its reasonable best efforts to cause the Fund’s its Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor distributor, and other service providers and agents, past or and present, ) to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents documents, and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information information, or documents provided to UMBFS Administrator by a representative of the Administrator Fund or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorFund. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative representative, or employee of the Fund, Investment Adviser Adviser, Authorized Person, or service provider until receipt of written notice thereof from the AdministratorFund. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund (including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 2002, and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus). UMBFS’s monitoring and other functions hereunder shall The Services do not relieve the Board, Board or the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS will Administrator will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will Services; (2) promptly notify the Administrator Fund if it becomes aware of any material non-compliance which relates to the Fund. The UMBFS shall ; and (3) provide the Administrator Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Fund will notify Administrator agrees that it of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of three (3) Business Days after: (i) receipt of any reports rendered by Administrator to the Fund; (ii) discovery of any error or omission not covered in the balancing or control procedure; or (iii) receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund shall (1) advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any the Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, Administrator hereunder and shall (2) proceed with such change only if it shall have has received the written consent of UMBFS theretoAdministrator thereto (which consent shall not be unreasonably withheld). (eg) UMBFS Administrator represents and warrants to the Administrator thatFund that it: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; Agreement (and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.); (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, regulations and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order order, or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS.; (iii) UMBFS shall (A) maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies Agreement and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall (B) provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services.Services upon the Fund’s reasonable request; and (iv) It has and will continue to have access to the necessary facilities, equipment equipment, and personnel to perform its duties and obligations under this Agreement hereunder in accordance with industry standards. (fh) UMBFS shall Administrator shall: (i) act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall ; (ii) provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall ; and (iii) take all reasonable action in the performance of its duties under this Agreement hereunder to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorFund. (gi) UMBFS agrees to Administrator shall comply (and to the extent UMBFS Administrator takes or is required to take action on behalf of the a Fund hereunder hereunder, shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies policies, and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS Administrator assumes no responsibility for such compliance by the a Fund. UMBFS Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund; (ii) Copies of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Fund represents and warrants to UMBFS Administrator that: (i) It is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is an externally managed, closed-end, non-diversified management investment company treated as a BDC under the 1940 Act. (iii) A Registration Statement on Form 10 under the 1934 Act will be filed with the SEC before the Fund will issue Shares. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Fund shall use reasonable efforts to cause the Fund’s officers and trustees, and shall use its reasonable best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Fund as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorFund. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorFund. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Fund if it becomes aware of any non-compliance which relates to the Fund. The UMBFS Administrator shall provide the Administrator Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto. (eg) UMBFS Administrator represents and warrants to the Administrator Fund that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS Administrator or (b) any law applicable to UMBFSAdministrator. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorFund’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (fh) UMBFS The Administrator shall act as liaison with the a Fund’s independent public accountants, to the extent requested by the Administrator, accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorFund. (gi) UMBFS The Administrator agrees to comply (and to the extent UMBFS the Administrator takes or is required to take action on behalf of the a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS the Administrator assumes no responsibility for such compliance by the a Fund. UMBFS The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act0000 Xxx) with respect to the Services provided.

Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (i) a copy of the Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Fund; (ii) copies of the Fund’s Registration Statement, as of the Effective Date, together with any applications filed in connection therewith; (iii) all other documents, records, and information that Administrator may reasonably request in order for Administrator to perform the Services. (b) The Fund represents and warrants to UMBFS Administrator that: (i) It it is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.; (ii) It it will be registered as a closed-end investment company under the 1940 Act; (iii) a Registration Statement under the 1933 Act will be effective before the Fund will issue Shares in a public offering (and will remain effective during such period as the Fund is offering Shares for sale in a public offering), and appropriate state securities laws filings will be made before Shares are issued in any jurisdiction (and such filings will continue to be made) with respect to Shares of the Fund being offered for sale; and (iv) it will conduct its business in compliance in all material respects with all applicable laws and regulations, regulations (both state and federal, ) and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order order, or judgment binding on it and no provision of its Declaration of Trust, By-laws laws, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Fund shall use reasonable efforts to cause the Fund’s its officers and trustees, trustees (and shall use its reasonable best efforts to cause the Fund’s its Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor distributor, and other service providers and agents, past or and present, ) to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents documents, and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information information, or documents provided to UMBFS Administrator by a representative of the Administrator Fund or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorFund. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative representative, or employee of the Fund, Investment Adviser Adviser, or service provider until receipt of written notice thereof from the AdministratorFund. (cd) The Board, the Board and Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund (including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 2002, and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus). UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, the Board or Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Fund if it becomes aware of any non-compliance which relates to the Fund. The UMBFS Administrator shall provide the Administrator Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Fund will notify Administrator agrees that it of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of three (3) business days after: (i) receipt of any reports rendered by Administrator to the Fund; (ii) discovery of any error or omission not covered in the balancing or control procedure; or (iii) receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, Administrator hereunder and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto, which consent shall not unreasonably be withheld, conditioned or delayed. (eg) UMBFS Administrator represents and warrants to the Administrator thatFund that it: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement.; (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, regulations (both state and federal, ) and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order order, or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its , and its execution, delivery delivery, or performance of this Agreement will not conflict with or violate any (aA) any provision of the its organizational or governance documents of UMBFS or (bB) any law applicable to UMBFS.it; (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorFund’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services.; and (iv) It has and will continue to have access to the necessary facilities, equipment equipment, and personnel to perform its duties and obligations under this Agreement hereunder in accordance with industry standards. (fh) UMBFS shall Administrator shall: (i) act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall ; (ii) provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall ; and (iii) take all reasonable action in the performance of its duties under this Agreement hereunder to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorFund. (gi) UMBFS agrees to Administrator shall comply (and to the extent UMBFS Administrator takes or is required to take action on behalf of the a Fund hereunder hereunder, shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies policies, and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS Administrator assumes no responsibility for such compliance by the a Fund. UMBFS Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services providedServices.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; and (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents and warrants to UMBFS Administrator that: (i) It is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Trust shall use reasonable efforts to cause the FundTrust’s officers and officers, trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Trust as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorTrust. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the FundTrust, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorTrust. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund Trust and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The UMBFS Administrator shall provide the Administrator Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Administrator Trust agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto. (ef) UMBFS Administrator represents and warrants to the Administrator Trust that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorTrust’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS Administrator shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all exercise reasonable action care in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorServices. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the LLC Agreement of the Fund and all amendments thereto; (ii) Copies of the Fund’s Registration Statement together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Fund represents and warrants to UMBFS Administrator that: (i) It is a limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements LLC Agreement to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It shall be registered as a closed-end investment company under the 1940 Act. (iii) Appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted, each except where failure to do so would not reasonably be expected to have a material adverse effect on the Fund; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws LLC Agreement or any material contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Fund shall use its reasonable efforts to cause request that the Fund’s officers and trusteesdirectors, and shall use its reasonable best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Fund as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees Any fees charged by such persons the Fund’s legal counsel, independent accountants, administrator, fund accountant, Custodian or other service providers and agents in connection with the actions referenced in this Section 3(g) shall be an expense of the AdministratorFund. UMBFS Administrator shall not be held to have notice of any change of authority of any trusteedirector, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorFund. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the ProspectusOffering Documents. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Fund if it becomes aware of any non-compliance which relates to the Fund. The UMBFS Administrator shall provide the Administrator Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Fund will notify Administrator upon becoming aware of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise UMBFS Administrator in writing at least thirty ten (3010) days prior to affecting any change in any Prospectus Offering Documents which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto, such consent not to be unreasonably withheld. (eg) UMBFS Administrator represents and warrants to the Administrator Fund that: (i) It is a corporation duly organized organized, validly existing and existing under the laws in good standing in its jurisdiction of the State of Wisconsinorganization; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS Administrator or (b) any law applicable to UMBFSAdministrator. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorFund’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (fh) UMBFS The Administrator shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorFund. (gi) UMBFS The Administrator agrees to comply (and to the extent UMBFS the Administrator takes or is required to take action on behalf of the a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS the Administrator assumes no responsibility for such compliance by the a Fund. UMBFS The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act1000 Xxx) with respect to the Services provided.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents and warrants to UMBFS Administrator that: (i) It is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Funds being offered for sale. A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Trust shall use reasonable efforts to cause the FundTrust’s officers and officers, trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Trust as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorTrust. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the FundTrust, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorTrust. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund Trust and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Trust if it becomes aware of any non-compliance material noncompliance which relates to the FundTrust. The UMBFS Administrator shall provide the Administrator Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Trust will notify Administrator of any discrepancy between Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Trust agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto. (eg) UMBFS Administrator represents and warrants to the Administrator Trust that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorTrust’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS Administrator shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all exercise reasonable action care in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorServices. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents and warrants to UMBFS Administrator that: (i) It is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Trust shall use reasonable efforts to cause the FundTrust’s officers and officers, trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, fund accountant, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Trust as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorTrust. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the FundTrust, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorTrust. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund Trust and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The UMBFS Administrator shall provide the Administrator Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Administrator Trust agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto. (ef) UMBFS Administrator represents and warrants to the Administrator Trust that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorTrust’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS Administrator shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all exercise reasonable action care in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorServices. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (1) a copy of the Declaration of Trust and By-laws and all amendments thereto, certified by an Authorized Person; (2) copies of the Fund’s Registration Statement, as of the Effective Date, together with any applications filed in connection therewith; (3) all other documents, records, and information that Administrator may reasonably request in order for Administrator to perform the Services. (b) The Fund represents and warrants to UMBFS Administrator that: (i1) It it is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.; (ii2) It it is duly registered as a closed-end investment company under the 1940 Act; (3) a Registration Statement under the 1933 and/or 1940 Act, as required, will conduct be effective before the Fund will issue Shares (and will remain effective during such period as the Fund is offering Shares for sale), and appropriate state securities laws filings will be made before Shares are issued in any jurisdiction (and such filings will continue to be made with respect to Shares being offered for sale); and (4) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, regulations and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order order, or judgment binding on it and no provision of its Declaration of Trust, By-laws laws, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Fund shall use reasonable efforts to cause the Fund’s its officers and trustees, trustees (and shall use its reasonable best efforts to cause the Fund’s its Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor distributor, and other service providers and agents, past or and present, ) to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents documents, and communications relating to the Fund and the Administrator as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information information, or documents provided to UMBFS Administrator by a representative of the Administrator Fund or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorFund. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative representative, or employee of the Fund, Investment Adviser Adviser, Authorized Person, or service provider until receipt of written notice thereof from the AdministratorFund. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund (including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 2002, and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus). UMBFS’s monitoring and other functions hereunder shall The Services do not relieve the Board, Board or the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS will Administrator will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will Services; (2) promptly notify the Administrator Fund if it becomes aware of any material non-compliance which relates to the Fund. The UMBFS shall ; and (3) provide the Administrator Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Fund will notify Administrator agrees that it shall advise UMBFS of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in writing at least thirty a Fund’s portfolio, upon the later to occur of three (303) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS thereto. (e) UMBFS represents and warrants to the Administrator that: Business Days after: (i) It is a corporation duly organized and existing under receipt of any reports rendered by Administrator to the laws of the State of WisconsinFund; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (discovery of any error or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will omission not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action covered in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator. (g) UMBFS agrees to comply (and to the extent UMBFS takes balancing or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.control procedure; or

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; and (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents and warrants to UMBFS Administrator that: (i) It is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Trust shall use reasonable efforts to cause the FundTrust’s officers and officers, trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Trust as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be reasonably entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorTrust. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the FundTrust, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorTrust. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund Trust and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The UMBFS Administrator shall provide the Administrator Trust and/or its chief compliance officer with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Administrator Trust agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting effecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto, which consent shall not be unreasonably withheld. (ef) UMBFS Administrator represents and warrants to the Administrator Trust that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorTrust’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS Administrator shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all exercise reasonable action care in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorServices. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iv) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents and warrants to UMBFS Administrator that: (i) It is a limited liability company Statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Trust shall use reasonable efforts to cause the FundTrust’s officers and officers, trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Trust as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorTrust. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the FundTrust, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorTrust. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund Trust and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The UMBFS Administrator shall provide the Administrator Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Trust will notify Administrator of any discrepancy between Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Trust agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto. (eg) UMBFS Administrator represents and warrants to the Administrator Trust that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorTrust’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS Administrator shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all exercise reasonable action care in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorServices. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Articles of Incorporation and By-laws and all amendments thereto, certified by a duly authorized person of the Fund; (ii) Copies of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Fund represents and warrants to UMBFS Administrator that: (i) It is a limited liability company corporation duly organized and existing under the laws of the State of DelawareTexas; it is empowered under applicable laws and by its operating agreements Articles of Incorporation and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as a closed-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act is effective and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration Articles of TrustIncorporation, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Fund shall use reasonable efforts to cause the Fund’s officers and trusteesdirectors, and shall use its reasonable best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Fund as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorFund. UMBFS Administrator shall not be held to have notice of any change of authority of any trusteeBoard member, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt delivery of written notice thereof from the AdministratorFund. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Fund if it becomes aware of any non-compliance which relates to the Fund. The UMBFS Administrator shall provide the Administrator Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto. (eg) UMBFS Administrator represents and warrants to the Administrator Fund that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS Administrator or (b) any law applicable to UMBFSAdministrator. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorFund’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (fh) UMBFS The Administrator shall act as liaison with the a Fund’s independent public accountants, to the extent requested by the Administrator, accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorFund. (gi) UMBFS The Administrator agrees to comply (and to the extent UMBFS the Administrator takes or is required to take action on behalf of the a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS the Administrator assumes no responsibility for such compliance by the a Fund. UMBFS The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act1000 Xxx) with respect to the Services provided.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents and warrants to UMBFS Administrator that: (i) It is a limited liability company statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator Trust shall use reasonable efforts to cause the FundTrust’s officers and officers, trustees, and shall use its reasonable efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, fund accountant, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS Administrator and to provide UMBFS Administrator with such information, documents and communications relating to the Fund Funds and the Administrator Trust as necessary and/or appropriate or as reasonably requested by UMBFSAdministrator, in order to enable UMBFS Administrator to perform the Services. In connection with the performance of the Services, UMBFS Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS Administrator by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS Administrator shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorTrust. UMBFS Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the FundTrust, Investment Adviser or service provider until receipt of written notice thereof from the AdministratorTrust. (cd) The Board, Board and the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to the Fund Trust and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Prospectus. UMBFSAdministrator’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator Trust if it becomes aware of any material non-compliance which relates to the FundTrust. The UMBFS Administrator shall provide the Administrator Trust with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Administrator Trust agrees that it shall advise UMBFS Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS Administrator thereto. (ef) UMBFS Administrator represents and warrants to the Administrator Trust that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorTrust’s reasonable request, UMBFS Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS Administrator shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all exercise reasonable action care in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorServices. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) with respect to the Services provided.

Representations and Deliveries. (a) The Administrator GCCM shall deliver or cause the following documents to be delivered to UMBFS: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that UMBFS may reasonably request in order for UMBFS to perform the Services hereunder. (b) GCCM represents and warrants to UMBFS that: (i) It The Trust is a limited liability company business trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its operating agreements to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this AgreementMassachusetts. (ii) It The Trust is duly registered as an open-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) GCCM and the Trust will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (bc) The Administrator GCCM shall use reasonable efforts to cause the FundTrust’s officers and officers, trustees, and shall use its reasonable efforts to cause the Fund’s Investment Advisersub-advisers, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Fund Funds and the Administrator Trust as necessary and/or appropriate or as reasonably requested by UMBFS, in order to enable UMBFS to perform the Services. In connection with the performance of the Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator Funds or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the AdministratorGCCM. UMBFS shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of GCCM, the FundTrust, Investment Adviser a sub-adviser or service provider until receipt of written notice thereof from the AdministratorGCCM. (cd) The Board, the Investment Adviser Board and the Administrator GCCM have and retain primary responsibility for all compliance matters relating to the Fund Trust and the Funds including but not limited to (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the Xxxxxxxx-Xxxxx Act of 2002 and the policies and limitations of the each Fund relating to the portfolio investments as set forth in the Prospectus. UMBFS’s monitoring and other functions hereunder shall not relieve the Board, Board and the Investment Adviser and the Administrator of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Administrator GCCM if it becomes aware of any material non-compliance which relates to the FundTrust. The UMBFS shall provide the Administrator GCCM with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its compliance and procedures. (de) The Administrator GCCM will notify UMBFS of any discrepancy between UMBFS and GCCM, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by UMBFS to GCCM; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) GCCM agrees that it shall advise UMBFS in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS thereto. (eg) UMBFS represents and warrants to the Administrator GCCM that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the AdministratorGCCM’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS shall act as liaison with the Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all exercise reasonable action care in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the AdministratorServices. (gh) UMBFS agrees undertakes to comply (with any applicable laws, rules and to the extent UMBFS takes or is required to take action on behalf regulations of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act) government authorities having jurisdiction with respect to the Services providedperformed by UMBFS hereunder. (i) Annually, and as may otherwise be reasonably requested by GCCM or the Trust, UMBFS shall deliver a written report prepared by UMBFS’s independent registered public accounting firm with respect to the fund accounting Services provided by UMBFS under this Agreement. (k) UMBFS will maintain insurance at all times during the term of this Agreement in a commercially reasonable amount sufficient to cover its obligations under this Agreement. Unless prohibited by law, legal process or to maintain the attorney/client privilege, UMBFS will promptly notify GCCM of any claims against it with respect to the Services performed under this Agreement, and whether or not they may be covered by insurance. UMBFS agrees to annually provide GCCM with summaries of its applicable insurance coverage upon request. (l) Upon the occurrence of any event which causes or may cause any loss, damage or expense to the Trust or a Fund (i) UMBFS shall promptly notify GCCM of the occurrence of such event and (ii) UMBFS shall, and shall use its best efforts to cause any applicable sub-contractor or other agent to, use all commercially reasonable efforts and take all reasonable steps under the circumstances, to mitigate the effects of such event and to avoid continuing harm to the Trust and the Funds.