Common use of Representations and Warranties of Atlantic Clause in Contracts

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties this Agreement. (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. (A) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (B) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (C) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entity. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (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. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, ,valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parentParent's other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act) related xxlated to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under in the 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law Law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entityentities. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (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. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's Parent’s other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under in the 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law Law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entityentities. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties this Agreement. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this AgreementAgreement in accordance with industry standards. (v) (A) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (B) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (C) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute be a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's Parent’s other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act0000 Xxx) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entity. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC Fund that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties this Agreement. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this AgreementAgreement in accordance with industry standards. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved pproved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the TrustFund, this Agreement will constitute be a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act) related xxlated to the services provided by Atlantic to the TrustFund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust Fund any material changes made to the policies and procedures and provide the Trust Fund with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under in the 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law Law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entityentities. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act") and will remain so for the term of this Agreement. (ix) It shall comply in all material respects with all laws, rules and regulations, including all provisions of the Exchange Act and the rules thereunder, an all state laws, rules and regulations applicable to its transfer agency business. (x) It is duly qualified to carry on its business in each jurisdiction in which it does business where its activities would require such qualification.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (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. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, ,valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parentParent's other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under in the 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law Law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entityentities. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties this Agreement. (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. (A) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (B) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (C) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act) related xxlated to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entity. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC Fund that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties this Agreement. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this AgreementAgreement in accordance with industry standards. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the TrustFund, this Agreement will constitute be a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's ’s other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act0000 Xxx) related to the services provided by Atlantic to the TrustFund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust Fund any material changes made to the policies and procedures and provide the Trust Fund with a report of each compliance matter identified during the quarter with respect to the Funds Fund that may reasonably be deemed material (as defined under in the 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law Law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entityentities. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act Act. (ix) It shall comply in all material respects with all laws, rules and regulations, including all provisions of 1934the Exchange Act, and the rules thereunder, and all state laws, rules and regulations materially applicable to its services as amendeda transfer agent. (x) It is duly qualified to carry on its business in each jurisdiction in which it does business where its activities would require such qualification.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (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. (Av) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's ’s other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act1000 Xxx) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under in the 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law Law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entityentities. (viii) It shall make available a person who is competent and knowledgeable regarding the federal securities laws and is otherwise reasonably qualified to act as a registered transfer agent under Section 17A(c) CCO and who will, in the exercise of his or her duties to the Trust, act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Securities Exchange Act Trust. (ix) It shall make available a person who is competent and knowledgeable regarding the applicable provisions of 1934the Bank Secrecy Act, as amendedamended by the USA PATRIOT Act and the regulations thereunder and is otherwise reasonably qualified to act as a Anti-Money Laundering Compliance Officer and who will, in the exercise of his or her duties to the Trust, act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. (x) It shall compensate the CCO and the Anti-Money Laundering Compliance Officer fairly, subject to the Board’s right under any applicable regulation (e.g., Rule 38a-1) to approve the designation, termination and level of compensation of the CCO and the Anti-Money Laundering Compliance

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC GCCM that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (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. (A) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (B) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (C) upon the execution and delivery of this Agreement by Atlantic Atlantic, the Trust and the TrustGCCM, this Agreement will constitute be a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's ’s other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act0000 Xxx) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust and GCCM any material changes made to the policies and procedures and provide the Trust and GCCM with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entity. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended, and will remain so for the term of this Agreement. It will promptly notify the Trust and GCCM in the event of any material change in its status as a registered transfer agent. (ix) It shall comply in all material respects with all laws, rules and regulations, including all provisions of the Securities Exchange Act of 1934, as amended and the rules thereunder, and all state laws, rules and regulations applicable to its services as a transfer agent. (x) It is duly qualified to carry on its business in each jurisdiction in which it does business where its activities would require such qualification.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties this Agreement. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this AgreementAgreement in accordance with industry standards. (A) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (B) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (C) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute be a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parentParent's other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act) related xxlated to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entity. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC Fund that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company company proceedings have been taken to authorize it to enter into this Agreement and perform its duties this Agreement. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this AgreementAgreement in accordance with industry standards. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the TrustFund, this Agreement will constitute be a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent it and its parent's other subsidiaries rendering services hereunder has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Actrules related to the 1000 Xxx) related to the services provided by Atlantic to the TrustFund. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic implementation and will report to the Trust Fund any material changes made to the policies and procedures since the date of the last report, and any material changes made to the policies and procedures recommended as a result of the annual review. It will provide the Trust Fund with a an annual report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material Material Compliance Matter (as defined under 1940 Act)the rules related to the 1000 Xxx) that occurred since the date of the last report. (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters funds or other insuring entityunderwriters. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (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. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act1000 Xxx) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under in the 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law Law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entityentities. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended, and will remain so for the term of this Agreement. It will promptly notify the Trust in the event of any material change in its status as a registered transfer agent. (ix) It shall comply in all material respects with all laws, rules and regulations, including all provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and all state laws, rules and regulations applicable to its services as a transfer agent. (x) It is duly qualified to carry on its business in each jurisdiction in which it does business where its activities would require such qualification.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this AgreementAgreement in accordance with industry standards. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured security parties. (vi) Each of Atlantic, its parent and its parent's Parent’s other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act1000 Xxx) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entity. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended. (ix) It shall comply in all material respects with all laws, rules and regulations, including all provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and all state laws, rules and regulations applicable to its services as a transfer agent. (x) It is duly qualified to carry on its business in each jurisdiction in which it does business where its activities would require such qualification.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and to the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (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. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parentParent's other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act0000 Xxx) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under in the 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law Law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entityentities. (viii) It is a registered transfer agent under Section 17A(c) of the Securities Exchange Act of 1934, as amended.

Representations and Warranties of Atlantic. Atlantic represents and warrants to the Trust and the CFC that: (i) It is duly organized and existing as a limited liability company and in good standing under the laws of the State of Delaware. (ii) It is empowered under applicable laws and by its limited liability company agreement to enter into this Agreement and perform its duties under this Agreement. (iii) All requisite limited liability company proceedings have been taken to authorize it to enter into this Agreement and perform its duties under this Agreement. (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. (Ai) The execution, delivery and performance of this Agreement by Atlantic does not breach, violate or cause a default under any agreement, contract or instrument to which Atlantic is a party or any judgment, order or decree to which Atlantic is subject; (Bii) the execution, delivery and performance of this Agreement by Atlantic has been duly authorized and approved by all necessary limited liability company action; and (Ciii) upon the execution and delivery of this Agreement by Atlantic and the Trust, this Agreement will constitute a legal, valid and binding obligation of Atlantic, enforceable against Atlantic in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the rights and remedies of creditors and secured parties. (vi) Each of Atlantic, its parent and its parent's ’s other subsidiaries has adopted and implemented written policies and procedures reasonably designed to prevent violations of the Federal Securities Laws (as defined under the 1940 Act1000 Xxx) related to the services provided by Atlantic to the Trust. It will review, no less frequently than annually, the adequacy of the policies and procedures and the effectiveness of their implementation. At least quarterly, Atlantic will report to the Trust any material changes made to the policies and procedures and provide the Trust with a report of each compliance matter identified during the quarter with respect to the Funds that may reasonably be deemed material (as defined under in the 1940 Act). (vii) It will maintain insurance that covers such risks and is in such amounts, with such deductibles and exclusions, sufficient for compliance by Atlantic with all requirements of law Law and sufficient for Atlantic to perform its obligations under this Agreement; and all such policies are in full force and effect and are with financially sound and reputable insurance companies, underwriters or other insuring entityentities. (viii) It is a registered transfer agent under tinder Section 17A(cI 7A(c) of the Securities Exchange Act of 1934, as amended, and will remain so for the term of this Agreement. It will promptly notify the Trust in the event of any material change in its status as a registered transfer agent. (ix) It shall comply in all material respects with all laws, rules and regulations, including all provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder, and all state laws, rules and regulations applicable to its services as a transfer agent. (x) It is duly qualified to carry on its business in each jurisdiction in which it does business where its activities would require such qualification.