Common use of Representations and Warranties of the Client Clause in Contracts

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents represent and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Resolute that: (ia) it is They are duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Acttheir organization; (iib) They are empowered under applicable Laws and by their Organization Documents to enter into this Agreement has and perform their obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize them to enter into this Agreement and delivered by the Client andperform their obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the The Registration Statement has been, and Prospectus included therein have been any amendment thereto will be, as the case may be, prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all material statements of fact contained or to be contained in the Registration Statement are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and any marketing materials prepared by the Client Registration Statement, when it shall become effective or its agent do be authorized for use, will not and shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished misleading to the Distributor pursuant to this Agreement shall be true and correct in all material respectsa purchaser of Shares; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charterArticles of Incorporation, bylaws/operating agreement By-Laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in substantial conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant as, and to the extent, required by Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by its Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the The Prospectuses and, if Shares are validly authorized andoffered for sale to the public, when issued in accordance with Registration Statement, have been, and any amendment thereto will be, as the description in the Prospectuscase may be, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been carefully prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all statements of fact contained or to be contained in the Registration Statement or Prospectuses are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and neither the Registration Statement nor any marketing materials prepared by the Client Prospectus, when they shall become effective or its agent do not and shall not contain any be authorized for use, will include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to a purchaser of Shares, and except that all statements or no representation is made with respect to information furnished to the Distributor pursuant Client with the written approval of Foreside expressly for use in the Registration Statement or Prospectus; (g) It will from time to time amend its Registration Statement or Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares (“Required Amendments”); (h) It shall not file any amendment to the Registration Statement or Prospectuses without giving Foreside reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client’s right to file at any time such amendments to the Registration Statement or Prospectuses, of whatever character, as the Client may deem advisable, such right being in all respects absolute and unconditional; and (i) Any amendment to the Registration Statement or Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectuses will be true and correct in all material respectsrespects at the time indicated or on the effective date as the case may be; and (vii) and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the Client owns, possesses, licenses or has other rights statements therein not misleading to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners a purchaser of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by their Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the The Registration Statement has been, and Prospectus included therein have been any amendment thereto will be, as the case may be, prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all Client-related advertisement or sales literature shall be prepared in conformity with requirements of applicable laws and regulations. The Registration Statement and advertisement and sales literature shall contain, to the knowledge of the Client, all statements required to be stated therein in conformity with said Acts, laws and regulations and the rules and regulations of the SEC thereunder or other applicable regulatory authority, and all material statements of fact contained or to be contained in the Registration Statement and Prospectus advertisement and any marketing materials prepared by sales literature are or will be true and correct in all material respects at the Client time indicated or its agent do on the effective date, as the case may be; and the Registration Statement and advertisement and sales literature, when it shall become effective or be authorized for use, will not and shall not contain any include, to the knowledge of the Client, an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished misleading to the Distributor pursuant to this Agreement shall be true and correct in all material respectsa purchaser of Shares; and (viig) It shall not file any amendment to the Client ownsRegistration Statement or Prospectuses that amends any provision therein which pertains to Foreside, possessesthe distribution of shares or the applicable sales loads or public offering price without giving Foreside reasonable advance notice thereof; provided, licenses or has other rights to use all patentshowever, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used that nothing contained in the conduct of this Agreement shall in any way limit the Client’s business and for right to file at any time such amendments to the offerRegistration Statement or Prospectuses, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Actwhatever character, as may be modified from time to time. In this regard, the Client (may deem advisable, such right being in all respects absolute and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Sharesunconditional.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Forum that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by its Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the The Prospectuses and, if Shares are validly authorized andoffered for sale to the public, when issued in accordance with Registration Statement, have been, and any amendment thereto will be, as the description in the Prospectuscase may be, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been carefully prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all statements of fact contained or to be contained in the Registration Statement or Prospectuses are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and neither the Registration Statement nor any marketing materials prepared by the Client Prospectus, when they shall become effective or its agent do not and shall not contain any be authorized for use, will include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to a purchaser of Shares, and except that all statements or no representation is made with respect to information furnished to the Distributor pursuant Client with the written approval of Forum expressly for use in the Registration Statement or Prospectus; (g) It will from time to time amend its Registration Statement or Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (h) It shall not file any amendment to the Registration Statement or Prospectuses without giving Forum reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client's right to file at any time such amendments to the Registration Statement or Prospectuses, of whatever character, as the Client may deem advisable, such right being in all respects absolute and unconditional; and (i) Any amendment to the Registration Statement or Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectuses will be true and correct in all material respectsrespects at the time indicated or on the effective date as the case may be; and (vii) and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the Client owns, possesses, licenses or has other rights statements therein not misleading to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners a purchaser of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by their Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the The Registration Statement has been, and Prospectus included therein have been any amendment thereto will be, as the case may be, prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all material statements of fact contained or to be contained in the Registration Statement are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and any marketing materials prepared by the Client Registration Statement, when it shall become effective or its agent do be authorized for use, will not and shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished misleading to the Distributor pursuant to this Agreement shall be true and correct in all material respectsa purchaser of Shares; and (viig) It shall not file any amendment to the Client ownsRegistration Statement or Prospectuses without giving Foreside reasonable advance notice thereof; provided, possesseshowever, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used that nothing contained in the conduct of this Agreement shall in any way limit the Client’s business and for right to file at any time such amendments to the offerRegistration Statement or Prospectuses, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Actwhatever character, as may be modified from time to time. In this regard, the Client (may deem advisable, such right being in all respects absolute and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Sharesunconditional.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Resolute that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Acttheir organization; (iib) It is empowered under applicable Laws and by its Organizational Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize them to enter into this Agreement and delivered by the Client andperform their obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the The Registration Statement has been, and Prospectus included therein have been any amendment thereto will be, as the case may be, prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all material statements of fact contained or to be contained in the Registration Statement are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and any marketing materials prepared by the Client Registration Statement, when it shall become effective or its agent do be authorized for use, will not and shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished misleading to the Distributor pursuant to this Agreement shall be true and correct in all material respectsa purchaser of Shares; and (viig) It shall not file any amendment to the Client ownsRegistration Statement or Prospectuses without giving Resolute reasonable advance notice thereof; provided, possesseshowever, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used that nothing contained in the conduct of this Agreement shall in any way limit the Client’s business and for right to file at any time such amendments to the offerRegistration Statement or Prospectuses, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Actwhatever character, as may be modified from time to time. In this regard, the Client (may deem advisable, such right being in all respects absolute and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Sharesunconditional.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Gxxxx- Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this AgreementAgreement unless otherwise notified in writing to the Distributor, that: (i) it is duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of incorporation/organization Massachusetts and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charterDeclaration of Trust, bylaws/operating agreement bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and; (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant as, and to the extent, required by Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this AgreementAgreement unless otherwise notified in writing to the Distributor, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charterDeclaration of Trust, bylaws/operating agreement By- Laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in substantial conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client Client, to its knowledge, owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant as, and to the extent, required by Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Forum that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by its Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement; (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a registration statement under the Securities Act (the "Registration Statement") is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the The Prospectuses and, if Shares are validly authorized andoffered for sale to the public, when issued in accordance with Registration Statement, have been, and any amendment thereto will be, as the description in the Prospectuscase may be, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been carefully prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all statements of fact contained or to be contained in the Registration Statement or Prospectuses are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and neither the Registration Statement nor any marketing materials prepared by the Client Prospectus, when they shall become effective or its agent do not and shall not contain any be authorized for use, will include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to a purchaser of Shares, and except that all statements or no representation is made with respect to information furnished to the Distributor pursuant to this Agreement shall be true and correct Client with the written approval of Forum expressly for use in all material respectsthe Registration Statement or Prospectus; and (viig) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and It will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regardtime amend its Registration Statement or Prospectuses as, in the Client (light of then-current and relevant agents) shall then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have in place the Registration Statement and maintain physical, electronic and procedural safeguards reasonably designed Prospectuses at all times contain all material facts required to protect the security, confidentiality and integrity of, and be stated therein or necessary to prevent the unauthorized access make any statements therein not misleading to or use of, records and information relating to the Client and the owners a purchaser of the Shares.;

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. (viii) the Registration Statement and Prospectus do not and shall not contain any reference to any Fund adopting a Plan. B. The Client has adopted policies and procedures pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The . As applicable, the Client has or its agent have adopted policies and procedures pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares, in accordance with applicable laws and regulations.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charterDeclaration of Trust, bylaws/operating agreement bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “"Intellectual Property”") necessary for or used in the conduct of the Client’s 's business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx- Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all vvvall applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization incorporation and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity conformity, in all material respects, with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx- Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization incorporation and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity conformity, in all material respects, with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Gxxxx- Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Agreement that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in material conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing advertising materials and sales literature prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Fund Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not knowingly breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client shall take, or cause to be taken, all necessary action to register the Shares under the federal and all applicable state securities laws and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Client authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Client agrees to advise the Distributor promptly in writing: (i) of any correspondence or other communication by the Securities and Exchange Commission (“SEC”) or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus material to the Fund’s ability to distribute the Shares. (ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC material to the Fund’s ability to distribute the Shares; (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise or to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the SEC; and (vi) of the commencement of any litigation or proceedings against the Client or any of its officers or trustees, that the Client knows of, or reasonably should know of, in connection with, and that could be reasonably expected to have a material adverse effect on, the issue and sale of any of the Shares. D. The Client shall file such reports and other documents as may be required under applicable federal and state laws and regulations, including state blue sky laws, and shall notify the Distributor in writing of the states in which the Shares may be sold and of any changes to such information. E. The Client agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not, with respect to the Funds, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Client shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares. In addition, the Client shall keep the Distributor fully informed of its affairs as they relate to the Funds and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Client by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Client shall forward a copy of any SEC filings relating to the Funds, including the Registration Statement, to the Distributor promptly. The Client represents that it will not use or authorize the use of any advertising or sales material relating to the Funds unless and until such materials have been approved and authorized for use by the Distributor. G. The Client shall provide, and cause each other agent or service provider to the Client, including the Client’s transfer agent and investment adviser, to provide, to Distributor in a timely and accurate manner all such information (and in such reasonable medium) that the Distributor may reasonably request that may be necessary for the Distributor to perform its duties under this Agreement. H. The Client shall not file any amendment to the Registration Statement or Prospectus that materially amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client’s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Client may deem advisable, such right being in all respects absolute and unconditional. I. The Client has adopted policies and procedures pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. a. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. b. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx- Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) : it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (iii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iiiii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iviii) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (viv) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (viv) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (viivi) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charterDeclaration of Trust, bylaws/operating agreement bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by its Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the The Prospectuses and, if Shares are validly authorized andoffered for sale to the public, when issued in accordance with Registration Statement, have been, and any amendment thereto will be, as the description in the Prospectuscase may be, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been carefully prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all statements of fact contained or to be contained in the Registration Statement or Prospectuses are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and neither the Registration Statement nor any marketing materials prepared by the Client Prospectus, when they shall become effective or its agent do not and shall not contain any be authorized for use, will include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to a purchaser of Shares, and except that all statements or no representation is made with respect to information furnished to the Distributor pursuant Client with the written approval of Foreside expressly for use in the Registration Statement or Prospectus; (g) It will from time to time amend its Registration Statement or Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (h) It shall not file any amendment to the Registration Statement or Prospectuses without giving Foreside reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client's right to file at any time such amendments to the Registration Statement or Prospectuses, of whatever character, as the Client may deem advisable, such right being in all respects absolute and unconditional; and (i) Any amendment to the Registration Statement or Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectuses will be true and correct in all material respects; andrespects at the time indicated or on the effective date as the case may be: and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (viij) the The Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Fund Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this AgreementAgreement unless otherwise notified in writing to the Distributor, that: (i) it is duly organized and organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of incorporation/organization Massachusetts and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charterDeclaration of Trust as may be amended or restated from time to time, bylaws/operating agreement its bylaws as may be amended or restated from time to time, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and; (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant as, and to the extent, required by Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. 19.1 The Client hereby represents and warrants that he /she/it is duly authorized, eligible and competent to enter in to this Agreement and appoint Portfolio Manager to manage the Distributor, which representations and warranties Assets of the Account. The Client having agreed to avail the services offered by the Portfolio Manager shall be deemed to have satisfied eligibility in this respect. The Client shall at all times comply with all relevant laws, rules and regulations as may apply to his/her/its portfolio, or dealing therein. 19.2 The Client also warrants that the Portfolio Manager shall have full authority to execute in the name and on behalf of the Client, all necessary deeds, documents, writings, forms, applications, as may be continuing throughout necessary to file with any company, banks and other financial organizations, institutions, securities registrars, depository participants, government bodies, or departments in any manner relating to the term management of the Account and to take all necessary actions which enables the Portfolio Manager to effectively exercise the authority conferred in here to and for any incidental and consequential actions. 19.3 The Client here by warrants and represents to the Portfolio Manager that cash corpus/securities handed over to the Portfolio Manager upon execution here of, absolutely belongs to him/her/it and there is no encumbrance on the same, of what so ever nature, and he/she/it shall not create any encumbrance on the assets whether by way of pledge, lien, mortgage, hypothecation or any other charge, during the tenure of this Agreement and shall also at all times comply with all relevant laws, rules and regulations as may apply to his/her/its dealings there in. 19.4 The Client warrants that all information which he/she/it has provided to the Portfolio Manager in relation to his/her/its status, including in particular his/her/its residence and domicile for taxation purpose, is complete and correct and agrees to provide any further information, if required by any competent authority or the Portfolio Manager. The Client hereby agrees and undertakes to notify the Portfolio Manager forth with if there is any change in any such information provided. 19.5 The Client understands and agrees that the Services provided by the Portfolio Manager to the Client are not deemed to be exclusive, the Portfolio Manager being free to render investment advisory, portfolio management and/or other services to other Clients. 19.6 In the event of any change in the constitution, identity by change of name and/or residential status of the Client during the tenure of this Agreement, that: (i) it is shall be the duty of the Client to keep the Portfolio Manager duly organized and existing and in good standing informed of such changes. The Portfolio Manager shall seek advice or appropriate directions where required, from competent authority, under applicable laws, with regard to the laws continuation of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of other Agreements with the Client, enforceable in accordance with its terms, subject if any affected by such a change under the applicable law. 19.7 The Client undertakes to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting maintain the rights and remedies of creditors and secured parties; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business Minimum Participation Amount as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description specified in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third partyProduct Paper. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, thatas follows: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by its Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the The Registration Statement has been, and Prospectus included therein have been any amendment thereto will be, as the case may be, prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all Client-related advertisement or sales literature shall be prepared in conformity with requirements of applicable laws and regulations. The Registration Statement and advertisement and sales literature shall contain all statements required to be stated therein in conformity with said Acts, laws and regulations and the rules and regulations of the SEC thereunder or other applicable regulatory authority, and all material statements of fact contained or to be contained in the Registration Statement and Prospectus advertisement and any marketing materials prepared by sales literature are or will be true and correct in all material respects at the Client time indicated or its agent do on the effective date, as the case may be, and the Registration Statement and advertisement and sales literature, when it shall become effective or be authorized for use, will not and shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished misleading to the Distributor pursuant to this Agreement shall be true and correct in all material respectsa purchaser of Shares; and (viig) It shall not file any amendment to the Registration Statement or Prospectuses without giving Foreside reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client's right to file at any time such amendments to the Registration Statement or Prospectuses, of whatever character, as the Client ownsmay deem advisable, possesses, licenses or has other rights to use such right being in all patents, patent applications, trademarks respects absolute and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third partyunconditional. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx- Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by their Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) With respect to all Interests from time to time being offered for sale to the public, a Registration Statement is currently effective or will be effective at the time of sale, and will remain effective; and all appropriate Federal and State securities law filings have been made and will continue to be made; (f) It shall not file any amendment to the Registration Statement or Prospectuses without giving Foreside reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client’s right to file at any time such amendments to the Registration Statement or Prospectuses, of whatever character, as the Client may deem advisable, such right being in all respects absolute and unconditional. (g) All Offering Material will be, as of the closing date of each sale of Interests in respect of which it is conducting its business in compliance used (a “Closing Date”), true, complete and correct in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Client agrees to advise Foreside immediately of the occurrence of any event or other change which results in the Offering Material containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Client recognizes and confirms that Foreside (i) will be using and relying primarily on the information in the Offering Material and information available from generally recognized public sources in performing the services contemplated hereunder without having independently verified the same, and that all statements or (ii) except with respect to information furnished relating to Foreside provided by it to the Distributor pursuant to this Agreement shall be true Client, not assume responsibility for the accuracy or completeness of such information or of the Offering Material and correct in all material respects; and (viiiii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct will not make any appraisal of any assets of the Client. (h) Foreside and Foreside’s business counsel shall be furnished with such documents and opinions as Foreside and counsel may reasonably require from time to time for the offer, issuance, distribution purpose of enabling Foreside or counsel to pass upon the issuance and sale of Interests as herein contemplated and related proceedings, or to evidence the Shares accuracy of any of the representations and warranties, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Client and in accordance connection with the terms issuance and sale of Interests as herein contemplated shall be satisfactory in form and substance to Foreside and Foreside’s counsel. (i) If, at any time after the commencement of the offering of Interests, an event occurs which in the opinion of counsel to the Client requires that the Prospectus and this Agreement, and such Intellectual Property does not and be amended or supplemented in order that the Prospectus will not breach or infringe the terms contain any untrue statement of any Intellectual Property owned, held material fact or licensed by any third party. B. The Client has adopted policies and procedures pursuant omit to Title V state a material fact which in the opinion of such counsel is necessary to make the statements therein not misleading in light of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regardcircumstances under which they are made, the Client (will notify Foreside as promptly as practical of the occurrence of such event and relevant agents) shall have in place prepare and maintain physical, electronic and procedural safeguards reasonably designed furnish to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to Foreside copies of an amendment or use of, records and information relating supplement to the Prospectus, in such reasonable quantities as Foreside may request. (j) The Client and agrees to advise Foreside as soon as reasonably practical by a notice in writing delivered to Foreside: (i) of any request by the owners Commission for amendments to the registration statement or Prospectus then in effect or for additional information; (ii) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or Prospectus then in effect or the initiation by service of process on the Client of any proceeding for that purpose; (iii) of any other event which, in the Client’s opinion, could reasonably be expected to have a material adverse impact upon the offering of Shares or the Distributor’s provision of services under this Agreement. For purposes of this section, informal requests by or acts of the Staff of the Commission shall not be deemed actions of or requests by the Commission unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to to, and covenants with, RBS Xxxx, as of the Distributordate hereof, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it The Client is duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of incorporation/as a recognized business organization and is registered or will be qualified to transact business in each jurisdiction where it is required to be qualified as an open-end management investment company under a foreign business organization, except where such qualification is not required or where the 1940 Actfailure to be so qualified or remain in good standing would not have a material adverse effect upon the Client or the ability of the Client to perform its obligations hereunder; (ii) The Client has the full corporate power and authority to enter into, deliver and perform this Agreement has been duly authorizedand to enter into and consummate all transactions contemplated by this Agreement, executed and delivered assuming the due authorization, acceptance and delivery by the Client andother Party hereto, when executed and deliveredthis Agreement constitutes a legal, will constitute a valid and legally binding obligation of the Client, enforceable against it in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, conservatorship, receivership, insolvency, reorganization, moratorium and reorganization or other similar laws of general application affecting the enforcement of creditors’ rights generally and remedies by general principles of creditors and secured partiesequity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iii) The transactions contemplated by this Agreement and the performance by the Client of its obligations hereunder and the acceptance, delivery and performance of this Agreement and the transactions contemplated herein have been duly approved by resolutions of the Board of Directors of the Client or an appropriate and duly authorized committee thereof, and such resolutions and this Agreement shall be maintained continuously as official records of the Client; (iv) Neither the acceptance and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Client’s articles of association, charter or by-laws or any indenture, agreement or instrument to which the Client is now a Party or by which it is conducting its business bound, or constitute a default (whether with notice, the lapse of time, or both) or result in compliance an acceleration under any of the foregoing, or result in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary the violation of any law to carry on its business as now conducted; there which the Client is subject; (v) There is no statutelitigation or other proceedings pending or, ruleto the Client’s knowledge, regulationthreatened, which seeks to enjoin or prohibit the acceptance, delivery or enforceability of this Agreement, or which questions the ability of the Client to perform its duties and obligations in accordance with the terms hereof, or which is likely to have a material adverse effect on the financial condition of Client; (vi) No consent, approval, authorization or order of any governmental or judgment binding regulatory authority is required for the acceptance, delivery and performance by the Client of, or compliance by the Client with, this Agreement or the consummation of the transactions contemplated by this Agreement; (vii) Client acknowledges and agrees that all Client added value client card issuing and processing services provided to the client shall be provided directly by Client and not through any subordinate Client or intermediary unless Processor gives its express written consent on terms and conditions prescribed by Processor; (viii) Client will provide trained sales and Client service personnel for assisting Clients and Cardholders with usual and customary support requests and referral of exception service related questions to Processor; (ix) Client shall be responsible for exception processing as defined by Regulation E. Exception Processing is defined as those specific issuer responsibilities for cardholder services defined by Regulation E. The Client may obtain information from the CashLynk system to perform such requirements. Generally these include the following: · Reporting of a lost or stolen card. It is required that the issuer provides an address and/or phone number in the cardholder disclosure for this purpose. · A request for a copy of a transaction record. It is required that the issuer provides an address and/or telephone number for a cardholder to request a copy of a specific transaction record. · A transaction dispute. It is required that the issuer provides an address and/or telephone number for a cardholder to contact the issuer for the purpose of disputing a specific transaction. Additionally, Regulation E prescribes specific actions and timeframes with which an issuer must comply. (x) Client acknowledges that its employees and agents are prohibited from making contractual commitments for Processor; (xi) Client expressly acknowledges that it does not and no provision will not in the future claim status (unless factually true) as a subsidiary, division or department of its charterProcessor, bylaws/operating agreement any debit authorization network, credit card issuer, debit card issuer, bank, electronic transaction switching company, terminal manufacturer, Processor or to make any contract binding it or affecting its property which would prohibit its execution or performance other representation of status inconsistent with the terms and conditions of this Agreement; (ivxii) the Shares are validly authorized andClient acknowledges that RBS Xxxx, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true its duties and correct in all material respects; and (vii) responsibilities to Bank(s), reserves the Client owns, possesses, licenses or has other rights unilateral right to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct terminate Services to any of the Client’s clients at any time without notice if such termination is based upon a good-faith judgment on the part of Processor or Bank risk management personnel (whether in fact true) that a Client (a) is engaging in fraudulent transaction activity; (b) is experiencing adverse changes in business and for the offer, issuance, distribution and sale circumstances which are determined to jeopardize settlement of the Shares transaction activity or fulfillment of financial obligations to Processor or Bank; or (c) is in accordance with the terms jeopardy of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach entering into bankruptcy or infringe the terms of any Intellectual Property owned, held receivership (voluntary or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Actinvoluntary), as such circumstance may be modified from time to time. In this regarddefined in Client ’s applicable jurisdiction; (xiii) Client shall be responsible for all expenses incurred in the day-to-day conduct of Client’s business including, the Client (but not limited to, operating and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Sharesselling expenses.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by their Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the The Registration Statement has been, and Prospectus included therein have been any amendment thereto will be, as the case may be, prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all material statements of fact contained or to be contained in the Registration Statement are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and any marketing materials prepared by the Client Registration Statement, when it shall become effective or its agent do be authorized for use, will not and shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished misleading to the Distributor pursuant to this Agreement shall be true and correct in all material respectsa purchaser of Shares; and (viig) It shall not file any amendment to the Registration Statement or Prospectuses without giving Foreside reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client's right to file at any time such amendments to the Registration Statement or Prospectuses, of whatever character, as the Client ownsmay deem advisable, possesses, licenses or has other rights to use such right being in all patents, patent applications, trademarks respects absolute and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third partyunconditional. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Citigroup that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by its Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement; (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a registration statement under the Securities Act (the “Registration Statement”) is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the The Prospectuses and, if Shares are validly authorized andoffered for sale to the public, when issued in accordance with Registration Statement, have been, and any amendment thereto will be, as the description in the Prospectuscase may be, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been carefully prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all statements of fact contained or to be contained in the Registration Statement or Prospectuses are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and neither the Registration Statement nor any marketing materials prepared by the Client Prospectus, when they shall become effective or its agent do not and shall not contain any be authorized for use, will include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to a purchaser of Shares, and except that all statements or no representation is made with respect to information furnished to the Distributor pursuant to this Agreement shall be true and correct Client with the written approval of Citigroup expressly for use in all material respectsthe Registration Statement or Prospectus; and (viig) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and It will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regardtime amend its Registration Statement or Prospectuses as, in the Client (light of then-current and relevant agents) shall then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have in place the Registration Statement and maintain physical, electronic and procedural safeguards reasonably designed Prospectuses at all times contain all material facts required to protect the security, confidentiality and integrity of, and be stated therein or necessary to prevent the unauthorized access make any statements therein not misleading to or use of, records and information relating to the Client and the owners a purchaser of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by its Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the The Prospectuses and, if Shares are validly authorized andoffered for sale to the public, when issued in accordance with Registration Statement, have been, and any amendment thereto will be, as the description in the Prospectuscase may be, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been carefully prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all statements of fact contained or to be contained in the Registration Statement or Prospectuses are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and neither the Registration Statement nor any marketing materials prepared by the Client Prospectus, when they shall become effective or its agent do not and shall not contain any be authorized for use, will include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to a purchaser of Shares, and except that all statements or no representation is made with respect to information furnished to the Distributor pursuant Client with the written approval of Foreside expressly for use in the Registration Statement or Prospectus; (g) It will from time to time amend its Registration Statement or Prospectuses as, in the light of then-current and then-prospective developments, shall, in the opinion of its counsel, be necessary in order to have the Registration Statement and Prospectuses at all times contain all material facts required to be stated therein or necessary to make any statements therein not misleading to a purchaser of Shares ("Required Amendments"); (h) It shall not file any amendment to the Registration Statement or Prospectuses without giving Foreside reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client's right to file at any time such amendments to the Registration Statement or Prospectuses, of whatever character, as the Client may deem advisable, such right being in all respects absolute and unconditional; and (i) Any amendment to the Registration Statement or Prospectuses hereafter filed will, when it becomes effective, contain all statements required to be stated therein in accordance with the 1940 Act and the rules and regulations thereunder; all statements of fact contained in the Registration Statement or Prospectuses will be true and correct in all material respects; andrespects at the time indicated or on the effective date as the case may be: and no such amendment, when it becomes effective, will include an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. (viij) the The Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Fund Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by their Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the The Registration Statement has been, and Prospectus included therein have been any amendment thereto will be, as the case may be, prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all Client-related advertisement or sales literature shall be prepared in conformity with requirements of applicable laws and regulations. The Registration Statement and advertisement and sales literature shall contain all statements required to be stated therein in conformity with said Acts, laws and regulations and the rules and regulations of the SEC thereunder or other applicable regulatory authority, and all material statements of fact contained or to be contained in the Registration Statement and Prospectus advertisement and any marketing materials prepared by sales literature are or will be true and correct in all material respects at the Client time indicated or its agent do on the effective date, as the case may be; and the Registration Statement and advertisement and sales literature, when it shall become effective or be authorized for use, will not and shall not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished misleading to the Distributor pursuant to this Agreement shall be true and correct in all material respectsa purchaser of Shares; and (viig) It shall not file any amendment to the Registration Statement or Prospectuses without giving Foreside reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client's right to file at any time such amendments to the Registration Statement or Prospectuses, of whatever character, as the Client ownsmay deem advisable, possesses, licenses or has other rights to use such right being in all patents, patent applications, trademarks respects absolute and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third partyunconditional. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to to, and covenants with, FundsTech that, as of the Distributordate hereof, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it 2.2.1. The Client is duly organized and organized, validly existing and in good standing as a recognized business organization under the laws law of its jurisdiction the State of incorporation/organization Indiana and is registered or will be qualified to transact business in each jurisdiction where it is required to be qualified as an open-end management investment company under a foreign business organization, except where such qualification is not required or where the 1940 Act;failure to be so qualified or remain in good standing would not have a material adverse effect upon the client or the ability of the Client to perform its obligations hereunder. (ii) 2.2.2. The Client has the full corporate power and authority to execute, deliver and perform this Agreement has been duly authorizedand to enter into and consummate all transactions contemplated by this Agreement, executed and delivered assuming the due authorization, execution and delivery by the Client andother parties hereto, when executed and deliveredthis 2.2.3. Agreement constitutes a legal, will constitute a valid and legally binding obligation of the Client, enforceable against it in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, conservatorship, receivership, insolvency, reorganization, moratorium and reorganization or other similar laws of general application affecting the enforcement of creditors’ rights generally and remedies by general principles of creditors equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. 2.2.4. The transactions contemplated by this Agreement and secured parties; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 the performance by the client of its charterobligations hereunder are in the ordinary course of the Client’s business, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or and, if necessary, the execution, delivery and performance of this Agreement; (iv) Agreement and the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein transactions contemplated herein have been prepared in conformity with the requirements duly approved by resolutions of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by board of Directors of the Client or its agent do not an appropriate and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingduly authorized committee thereof, and that all statements or information furnished to the Distributor pursuant to such resolutions and this Agreement shall be true maintained continuously as official records of the Client. 2.2.5. Neither the execution and correct delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in all material respects; and (vii) a breach of any of the Client ownsterms, possesses, licenses conditions or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct provisions of the Client’s business and for articles of association, charter or by-laws or any indenture, agreement or instrument to which the offerClient is now a party or by which it is bound, issuanceor constitute a default (whether with notice, distribution and sale the lapse of time, or both) or result in an acceleration under any of the Shares foregoing, or result in the violation of any law to which the Client is subject. 2.2.6. There is no litigation or other proceedings pending or, to the Client’s knowledge, threatened, which seeks to enjoin or prohibit the execution, delivery or enforceability of this Agreement, or which questions the ability of the Client to perform its duties and obligations in accordance with the terms hereof, or which is likely to have a material adverse effect on the financial condition of Client; and 2.2.7. No consent, approval, authorization or order of any governmental or regulatory authority is required for the execution, delivery and performance by the Client of, or compliance by the Client with, this Agreement or the consummation of the Prospectus and transactions contemplated by this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in material conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “"Intellectual Property”") necessary for or used in the conduct of the Client’s 's business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the XxxxxGxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization incorporation and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity conformity, in all material respects, with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party.. 4856-8762-6516.2 B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx- Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charterDeclaration of Trust, bylaws/operating agreement By- Laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to the extent required by Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Citigroup that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by its Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement; (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) it With respect to all Shares from time to time being offered for sale to the public, a registration statement under the Securities Act (the "REGISTRATION STATEMENT") is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federalcurrently effective or will be effective at the time of sale, and has obtained will remain effective, and all regulatory approvals necessary appropriate Federal and State securities law filings have been made and will continue 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreementbe made; (ivf) the The Prospectuses and, if Shares are validly authorized andoffered for sale to the public, when issued in accordance with Registration Statement, have been, and any amendment thereto will be, as the description in the Prospectuscase may be, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been carefully prepared in conformity with the requirements of the 1933 Securities Act and the 1940 Act and the rules and regulations thereunder; (vi) , and all statements of fact contained or to be contained in the Registration Statement or Prospectuses are or will be true and Prospectus correct in all material respects at the time indicated or on the effective date, as the case may be; and neither the Registration Statement nor any marketing materials prepared by the Client Prospectus, when they shall become effective or its agent do not and shall not contain any be authorized for use, will include an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading to a purchaser of Shares, and except that all statements or no representation is made with respect to information furnished to the Distributor pursuant to this Agreement shall be true and correct Client with the written approval of Citigroup expressly for use in all material respectsthe Registration Statement or Prospectus; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to to. and covenants with, Lynk that, as of the Distributordate hereof, which representations and warranties shall be deemed to be continuing throughout thxxxxhout the term ten-n of this Agreement, that: (i) it The Client is duly organized and existing organized. validly cxislin2 and in good standing as a recognized business organization under the laws of its jurisdiction the State of incorporation/organization Nevada and is registered or will be qualified to transact business in each jurisdiction where it is required to he qualified as an open-end management investment company under a foreign business organization. except where such qualification is not required or here the 1940 Act;failure to he so qualified or remain in good standing would not have a material advert effect upon the Client or the ability of the Client to perform it obligators hereunder. (ii) The Client has the full corporate power and authority to execute, deliver and perform this Agreement has been duly authorizedand to enter into and consummate all transactions contemplated by this Agreement, executed and delivered assuming the due authorization, execution and delivery by the Client andother parties hereto, when executed and deliveredthis Agreement constitutes a legal, will constitute a valid and legally binding obligation of the Client, enforceable against it in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, conservatorship, receivership, insolvency, reorganization, moratorium and reorganization or other similar laws of general application affecting the enforcement of creditors' rights generally and remedies by general principles of creditors and secured partiesequity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iii) it is conducting The transactions contemplated by this Agreement and The performance by the Client of its business obligations hereunder are in compliance in all material respects with all applicable laws and regulations, both state and federalthe ordinary course of the Client's business, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statutethe execution, rule, regulation, order or judgment binding on it delivery and no provision of its charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this AgreementAgreement and the transactions contemplated herein have been duly approved by resolutions of the Hoard of Directors of the Client or an appropriate and duly authorized committee thereof, and such resolutions and this Agreement shall be maintained continuously as official records of the Client; (iv) Neither the Shares are validly authorized andexecution and delivery of this Agreement, when issued in accordance nor the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the description terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Client's articles of association, charter or by-laws or any indenture, agreement or instrument to which the Client is now a party or by which it is bound, or constitute a default (whether with notice, the lapse of time, or both) or result in an acceleration under any of the foregoing, or result in the Prospectus, will be fully paid and nonassessableviolation of any law to which the Client is subject; (v) There is no litigation or other proceedings pending or, to the Registration Statement and Prospectus included therein have been prepared in conformity with Client's knowledge, threatened, which seeks to enjoin or prohibit the requirements execution, delivery or enforceability of this Agreement, or which questions the ability of the 1933 Act Client to perform it$ duties and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares obligations in accordance with the terms hereof, or which is likely to have a material adverse effect on the financial condition of Client, and (vi) No consent, approval, authorization or order of any governmental or regulatory authority is required for the execution, delivery and performance by the Client of, or compliance by the Client with, this Agreement or the consummation of the Prospectus and transactions contemplated by this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.ARTICLE II PROGRAM SCHEDULES -----------------

Representations and Warranties of the Client. A. The Client hereby represents and warrants to to. and covenants with, Xxxx that, as of the Distributordate hereof, which representations and warranties shall be deemed to be continuing throughout the term ten-n of this Agreement, that: (i) it The Client is duly organized and existing organized. validly cxislin2 and in good standing as a recognized business organization under the laws of its jurisdiction the State of incorporation/organization Nevada and is registered or will be qualified to transact business in each jurisdiction where it is required to he qualified as an open-end management investment company under a foreign business organization. except where such qualification is not required or here the 1940 Act;failure to he so qualified or remain in good standing would not have a material advert effect upon the Client or the ability of the Client to perform it obligators hereunder. (ii) The Client has the full corporate power and authority to execute, deliver and perform this Agreement has been duly authorizedand to enter into and consummate all transactions contemplated by this Agreement, executed and delivered assuming the due authorization, execution and delivery by the Client andother parties hereto, when executed and deliveredthis Agreement constitutes a legal, will constitute a valid and legally binding obligation of the Client, enforceable against it in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, conservatorship, receivership, insolvency, reorganization, moratorium and reorganization or other similar laws of general application affecting the enforcement of creditors' rights generally and remedies by general principles of creditors and secured partiesequity, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iii) it is conducting The transactions contemplated by this Agreement and The performance by the Client of its business obligations hereunder are in compliance in all material respects with all applicable laws and regulations, both state and federalthe ordinary course of the Client's business, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statutethe execution, rule, regulation, order or judgment binding on it delivery and no provision of its charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this AgreementAgreement and the transactions contemplated herein have been duly approved by resolutions of the Hoard of Directors of the Client or an appropriate and duly authorized committee thereof, and such resolutions and this Agreement shall be maintained continuously as official records of the Client; (iv) Neither the Shares are validly authorized andexecution and delivery of this Agreement, when issued in accordance nor the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the description terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Client's articles of association, charter or by-laws or any indenture, agreement or instrument to which the Client is now a party or by which it is bound, or constitute a default (whether with notice, the lapse of time, or both) or result in an acceleration under any of the foregoing, or result in the Prospectus, will be fully paid and nonassessableviolation of any law to which the Client is subject; (v) There is no litigation or other proceedings pending or, to the Registration Statement and Prospectus included therein have been prepared in conformity with Client's knowledge, threatened, which seeks to enjoin or prohibit the requirements execution, delivery or enforceability of this Agreement, or which questions the ability of the 1933 Act Client to perform it$ duties and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares obligations in accordance with the terms hereof, or which is likely to have a material adverse effect on the financial condition of Client, and (vi) No consent, approval, authorization or order of any governmental or regulatory authority is required for the execution, delivery and performance by the Client of, or compliance by the Client with, this Agreement or the consummation of the Prospectus and transactions contemplated by this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.ARTICLE II PROGRAM SCHEDULES -----------------

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, Foreside that: (ia) it It is duly organized and existing and in good standing under the laws of its the jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Actits organization; (iib) It is empowered under applicable Laws and by its Organic Documents to enter into this Agreement has and perform its obligations under this Agreement; (c) All requisite corporate or similar proceedings have been duly authorized, executed taken to authorize it to enter into this Agreement and delivered by the Client andperform its obligations under this Agreement. (d) This Agreement, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Client, enforceable against the Client 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; (iiie) With respect to all Shares from time to time being offered for sale to the public, a Registration Statement is currently effective or will be effective at the time of sale, and will remain effective; and all appropriate filings required by Law have been made and will continue to be made; (f) It shall not file any amendment to the Registration Statement or Prospectus without giving Foreside reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Client’s right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Client may deem advisable, such right being in all respects absolute and unconditional. (g) All Offering Material will be, as of the closing date of each sale of Shares in respect of which it is conducting its business in compliance used (a “Closing Date”), true, complete and correct in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein not misleading. The Client agrees to advise Foreside immediately of the occurrence of any event or other change which results in the Offering Material containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading. The Client recognizes and confirms that Foreside (i) will be using and relying primarily on the information in the Offering Material and information available from generally recognized public sources in performing the services contemplated hereunder without having independently verified the same, and that all statements or (ii) except with respect to information furnished relating to Foreside provided by it to the Distributor pursuant to this Agreement shall be true Client, will not assume responsibility for the accuracy or completeness of such information or of the Offering Material and correct in all material respects; and (viiiii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct will not make any appraisal of any assets of the Client. (h) Foreside and Foreside’s business counsel shall be furnished with such documents and opinions as Foreside and counsel may reasonably require from time to time for the offer, issuance, distribution purpose of enabling Foreside or counsel to pass upon the issuance and sale of Shares as herein contemplated and related proceedings, or to evidence the Shares accuracy of any of the representations and warranties, or the fulfillment of any of the conditions herein contained; and all proceedings taken by the Client and in accordance connection with the terms issuance and sale of Shares as herein contemplated shall be satisfactory in form and substance to Foreside and Foreside’s counsel. (i) If, at any time after the commencement of the offering of Shares, an event occurs which in the opinion of counsel to the Client requires that the Prospectus and this Agreement, and such Intellectual Property does not and be amended or supplemented in order that the Prospectus will not breach or infringe the terms contain any untrue statement of any Intellectual Property owned, held material fact or licensed by any third party. B. The Client has adopted policies and procedures pursuant omit to Title V state a material fact which in the opinion of such counsel is necessary to make the statements therein not misleading in light of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regardcircumstances under which they are made, the Client (will notify Foreside as promptly as practical of the occurrence of such event and relevant agents) shall have in place prepare and maintain physical, electronic and procedural safeguards reasonably designed furnish to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to Foreside copies of an amendment or use of, records and information relating supplement to the Prospectus, in such reasonable quantities as Foreside may request. (j) The Client and agrees to advise Foreside as soon as reasonably practical by a notice in writing delivered to Foreside: (i) of any request by the owners SEC for amendments to the registration statement or Prospectus then in effect or for additional information; (ii) in the event of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or Prospectus then in effect or the initiation by service of process on the Client of any proceeding for that purpose; (iii) of any other event which, in the Client’s opinion, could reasonably be expected to have a material adverse impact upon the offering of Shares or Foreside’s provision of services under this Agreement. For purposes of this section, informal requests by or acts of the Staff of the SEC shall not be deemed actions of or requests by the SEC unless they would reasonably be expected to have a material negative impact upon the offering of Shares.

Representations and Warranties of the Client. A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and existing and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act; (ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable 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; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained 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 charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; (v) the Registration Statement and Prospectus included therein have been prepared comply in conformity all material respects with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; (vi) the Registration Statement and Prospectus and any marketing materials prepared by the Client or its agent do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and (vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Client’s business and for the offer, issuance, distribution and sale of the Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party. B. The Client has adopted policies and procedures pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.