Common use of Representations of the Administrator Clause in Contracts

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (1) as of the close of business on the Agreement Effective Date, each Trust that is then in existence has authorized unlimited shares, and (2) no shares of the Trust will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective. (B) It shall cause the investment adviser(s), custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Trust to cooperate with Ultimus and to provide it with such information, documents, and advice relating to the Trust and each Fund as appropriate or requested by Xxxxxxx, in order to enable Xxxxxxx to perform its duties and obligations under this Agreement. (C) To the knowledge of the Administrator and the Trust, the Trust’s Agreement and Declaration of Trust, Bylaws, registration statement, and the Trust’s prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (D) Each of the employees of Xxxxxxx that may serve or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of Ultimus Master Services Agreement August 1, 2024 Page 10 of 17 the Policy, and shall notify Ultimus immediately should the Policy be cancelled or terminated. (E) Any officer (authorized in Section 14.1(C)) of the Trust shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Trust and received by Xxxxxxx) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Ultimus the names of the Authorized Persons from time to time.

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (1) as of the close of business on the Agreement Effective Date, each Trust the BDC that is then in existence has authorized unlimited 100,000,000 shares, and (2) no shares of the Trust BDC will be offered to the public until the TrustBDC’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act Investment Company Act, has been declared or becomes effectiveeffective and all required state securities law filings have been made. (B) It shall cooperate and cause the investment adviser(s)any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Trust BDC to cooperate with Ultimus Xxxxxxx and to provide it with such information, documents, and advice relating to the Trust and each Fund BDC as appropriate or requested by Xxxxxxx, in order to enable Xxxxxxx to perform its duties and obligations under this Agreement. To the extent the Administrator is unable to supply Xxxxxxx with all of the information necessary for Xxxxxxx to perform the Services, Xxxxxxx will not be able to fully perform the Services and will not be responsible for such failure. (C) To the knowledge The Organizational Documents of the Administrator and the Trust, the Trust’s Agreement and Declaration of Trust, Bylaws, registration statement, and the Trust’s prospectus BDC are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (D) Each of the employees of Xxxxxxx that may serve (if any) who serves or has served at any time as an officer of the TrustBDC, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the TrustBDC’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the TrustBDC’s Declaration of Trust and Bylaws Organizational Documents regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of Ultimus Master Services Agreement August 1, 2024 Page 10 of 17 the Policy, and shall notify Ultimus Xxxxxxx immediately should the Policy be cancelled canceled or terminated. (E) Any officer (authorized in Section 14.1(C)) of the Trust Administrator shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Trust Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the Trust Administrator and received by Xxxxxxx) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Ultimus Xxxxxxx the names of the Authorized Persons from time to time.

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (1) as of the close of business on the Agreement Effective Date, each Trust that is then in existence has authorized unlimited shares, and (2) no shares of the Trust will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective. (B) It shall cause the Fund’s investment adviser(s)) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Trust Administrator or the Fund to cooperate with Ultimus Xxxxxxx and to provide it with such information, data, documents, and advice relating to the Trust and each Fund as appropriate or requested by Xxxxxxx, in order to enable Xxxxxxx Ultimus to perform its duties and obligations under this Agreement.. To the extent the Administrator, the Fund or the investment adviser(s) or any other service provider to the Administrator or the Fund is/are unable to supply Ultimus with all of the information necessary for Xxxxxxx to perform the Services, Xxxxxxx will not be able to fully perform the Services and will not be responsible for such failure. Ultimus Sub-Administration Agreement (CB) To The Administrator’s and/or the knowledge of the Administrator and the Trust, the TrustFund’s Agreement and Declaration of Trust, Bylawsorganizational documents, registration statement, statement and the Trust’s prospectus (as applicable) are true and accurate in all material respects and will remain true and accurate in all material respects at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (DC) Each If applicable, each of the employees of Xxxxxxx Ultimus that may serve serves or has served at any time as an officer of the TrustFund, including the CCO, President, Treasurer, Secretary and the AML Compliance OfficerOfficer (which can be the CCO), shall be covered by the TrustFund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the TrustFund’s Declaration of Trust formation document and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of Ultimus Master Services Agreement August 1, 2024 Page 10 of 17 the Policy, and shall notify Ultimus Xxxxxxx immediately should the Policy be cancelled canceled or terminated. (ED) Any officer (authorized in Section 14.1(C)) of the Trust Administrator and Fund shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Trust Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Trust Administrator or the Fund and received by Xxxxxxx) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Ultimus the names of the Authorized Persons from time to time.

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (1) as of the close of business on the Agreement Effective Date, each Trust Fund that is then in existence has authorized unlimited shares, and (2) no shares of the Trust will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective. (B) It shall cause the investment adviser(s), custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Trust to cooperate with Ultimus and to provide it with such information, documents, and advice relating to the Trust and each Fund as appropriate or requested by XxxxxxxUltimus, in order to enable Xxxxxxx Ultimus to perform its duties and obligations under this Agreement. (C) To the knowledge of the Administrator and the Trust, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, registration statement, and the Trust’s Funds’ prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (D) Each of the employees of Xxxxxxx Ultimus that may serve or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of Ultimus Master Services Agreement August 1, 2024 Page 10 of 17 the Policy, and shall notify Ultimus immediately should the Policy be cancelled or terminated. (E) Any officer (authorized in Section 14.1(C)) of the Trust shall be considered an individual who is authorized to provide Xxxxxxx Ultimus with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Trust and received by XxxxxxxUltimus) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Ultimus the names of the Authorized Persons from time to time.

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (1) as of the close of business on the Agreement Effective Date, each Trust that is then in existence has authorized unlimited shares, and (2) no shares of the Trust will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective. (B) It shall cause the Fund’s investment adviser(s)) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Trust Administrator or the Fund to cooperate with Ultimus Xxxxxxx and to provide it with such information, data, documents, and advice relating to the Trust and each Fund as appropriate or requested by Xxxxxxx, in order to enable Xxxxxxx Ultimus to perform its duties and obligations under this Agreement. To the extent the Administrator, the Fund or the investment adviser(s) or any other service provider to the Administrator or the Fund is/are unable to supply Ultimus with all of the information necessary for Xxxxxxx to perform the Services, Xxxxxxx will not be able to fully perform the Services and will not be responsible for such failure. (CB) To The Administrator’s and/or the knowledge of the Administrator and the Trust, the TrustFund’s Agreement and Declaration of Trust, Bylawsorganizational documents, registration statement, statement and the Trust’s prospectus (as applicable) are true and accurate in all material respects and will remain true and accurate in all material respects at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (DC) Each If applicable, each of the employees of Xxxxxxx Ultimus that may serve serves or has served at any time as an officer of the TrustFund, including the CCO, President, Treasurer, Secretary and the AML Compliance OfficerOfficer (which can be the CCO), shall be covered by the TrustFund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the TrustFund’s Declaration of Trust formation document and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of Ultimus Master Services Agreement August 1, 2024 Page 10 of 17 the Policy, and shall notify Ultimus Xxxxxxx immediately should the Policy be cancelled canceled or terminated. (ED) Any officer (authorized in Section 14.1(C)) of the Trust Administrator and Fund shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Trust Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Trust Administrator or the Fund and received by Xxxxxxx) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to Ultimus the names of the Authorized Persons from time to time.