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) It shall cooperate and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, documents, and advice relating to each Fund 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, a Fund, or any other service provider to the Administrator or a 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. (B) The Organizational Documents of the Administrator and each Fund 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. (C) Each of the employees of Xxxxxxx (if any) who serves or has served at any time as an officer of each Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fund’s Organizational Documents regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx immediately should the Policy be canceled or terminated. (D) Any officer of the Administrator shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the 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 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: (A1) as of the close of business on the Agreement Effective Date, each 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 cooperate and cause any sub-advisers, prime brokerthe investment adviser(s), custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund 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. To the extent the Administrator, a Fund, or any other service provider to the Administrator or a 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. (BC) The Organizational Documents To the knowledge of the Administrator and each Fund the Trust, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, registration statement, and the 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. (CD) Each of the employees of Xxxxxxx (if any) who serves Ultimus that may serve or has served at any time as an officer of each Fundthe Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fundthe Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fundthe Trust’s Organizational Documents Declaration of Trust and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx Ultimus immediately should the Policy be canceled cancelled or terminated. (DE) Any officer (authorized in Section 14.1(C)) of the Administrator Trust shall be considered an individual who is authorized to provide Xxxxxxx Ultimus with instructions and requests on behalf of the Administrator Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator 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 Xxxxxxx 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 cooperate and cause any sub-advisers, prime brokerthe investment adviser(s), custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund 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. To the extent the Administrator, a Fund, or any other service provider to the Administrator or a 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. (BC) The Organizational Documents To the knowledge of the Administrator and each Fund 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. (CD) Each of the employees of Xxxxxxx (if any) who serves that may serve or has served at any time as an officer of each Fundthe Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fundthe Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fundthe Trust’s Organizational Documents 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 Xxxxxxx Ultimus immediately should the Policy be canceled cancelled or terminated. (DE) Any officer (authorized in Section 14.1(C)) of the Administrator Trust shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Administrator Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator 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 Xxxxxxx 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) It shall cooperate and cause direct any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, documents, and advice relating to each Fund as appropriate or requested by XxxxxxxUxxxxxx, in order to enable Xxxxxxx Uxxxxxx to perform its duties and obligations under this Agreement. To the extent the Administrator, a Fund, or any other service provider to the Administrator or a Fund is/are unable to supply Ultimus with all of the information necessary for Xxxxxxx Uxxxxxx to perform the Services, Xxxxxxx Uxxxxxx will not be able to fully perform the Services and will not be responsible for such failure. (B) The Organizational Documents of the Administrator and each Fund are materially true and accurate and will remain materially true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (C) Each of the employees of Xxxxxxx Uxxxxxx (if any) who serves or has served at any time as an officer of each Fund, including the any CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fund’s Organizational Documents regarding indemnification of its officers. The In the event that any employees of Ultimus serve as officers of the Trust, the Administrator shall provide Ultimus Uxxxxxx with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx immediately Ultimus promptly should the Policy be canceled or terminated. (D) Any officer of the Administrator shall be considered an individual who is authorized to provide Xxxxxxx Uxxxxxx with instructions and requests on behalf of the Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator and received by XxxxxxxUxxxxxx) 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 Xxxxxxx Uxxxxxx the names of the Authorized Persons from time to time.. Sterling Capital Management, LLC Ultimus Sub-Administration Agreement

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, the BDC that is then in existence has authorized 100,000,000 shares, and (2) no shares of the BDC will be offered to the public until the BDC’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, has been declared or becomes effective and all required state securities law filings have been made. (B) It shall cooperate and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund the BDC to cooperate with Ultimus Xxxxxxx and to provide it with such information, documents, and advice relating to each Fund the 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, a Fund, or any other service provider to the Administrator or a Fund is/are is unable to supply Ultimus 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. (BC) The Organizational Documents of the Administrator and each Fund the 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. (CD) Each of the employees of Xxxxxxx (if any) who serves or has served at any time as an officer of each Fundthe BDC, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fundthe BDC’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fundthe BDC’s Organizational Documents regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx immediately should the Policy be canceled or terminated. (DE) Any officer of the Administrator shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the 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 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) It shall cooperate cause the Fund’s investment adviser(s) and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each the Administrator or the Fund to cooperate with Ultimus Xxxxxxx and to provide it with such information, data, documents, and advice relating to each the 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, a Fund, the Fund or the investment adviser(s) or any other service provider to the Administrator or a 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 (B) The Organizational Documents of Administrator’s and/or the Administrator Fund’s organizational documents, registration statement and each Fund 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. (C) Each If applicable, each of the employees of Xxxxxxx (if any) who Ultimus that serves or has served at any time as an officer of each the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance OfficerOfficer (which can be the CCO), shall be covered by each the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each the Fund’s Organizational Documents formation document and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx immediately should the Policy be canceled or terminated. (D) Any officer of the Administrator and Fund shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Administrator Fund (an “Authorized Person”) (unless such authority is limited in a writing from the 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 Xxxxxxx 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) It shall cooperate cause the Fund’s investment adviser(s) and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each the Administrator or the Fund to cooperate with Ultimus Xxxxxxx and to provide it with such information, data, documents, and advice relating to each the 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, a Fund, the Fund or the investment adviser(s) or any other service provider to the Administrator or a 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. (B) The Organizational Documents of Administrator’s and/or the Administrator Fund’s organizational documents, registration statement and each Fund 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. (C) Each If applicable, each of the employees of Xxxxxxx (if any) who Ultimus that serves or has served at any time as an officer of each the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance OfficerOfficer (which can be the CCO), shall be covered by each the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each the Fund’s Organizational Documents formation document and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx immediately should the Policy be canceled or terminated. (D) Any officer of the Administrator and Fund shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Administrator Fund (an “Authorized Person”) (unless such authority is limited in a writing from the 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 Xxxxxxx 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 cooperate and cause any sub-advisers, prime brokerthe investment adviser(s), custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund 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. To the extent the Administrator, a Fund, or any other service provider to the Administrator or a 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. (BC) The Organizational Documents To the knowledge of the Administrator and each Fund 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. (CD) Each of the employees of Xxxxxxx (if any) who serves that may serve or has served at any time as an officer of each Fundthe Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fundthe Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fundthe Trust’s Organizational Documents 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 21, 2024 Page 10 of 17 the Policy, and shall notify Xxxxxxx Ultimus immediately should the Policy be canceled cancelled or terminated. (DE) Any officer (authorized in Section 14.1(C)) of the Administrator Trust shall be considered an individual who is authorized to provide Xxxxxxx with instructions and requests on behalf of the Administrator Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator 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 Xxxxxxx Ultimus the names of the Authorized Persons from time to time.