Common use of Representations of the Client Clause in Contracts

Representations of the Client. The Client and the Trust represent and warrant, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (I) 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 cause the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Xxxxxxx and to provide it with such information, documents, and advice relating to the 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 Client, Trust and the Fund, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws and registration statement and the Fund’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 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 Trust shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx immediately should the Policy be cancelled or terminated. (E) Any officer 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 Client. The Client and the Trust represent and warrant, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (I1) 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 cause the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Xxxxxxx Ultimus and to provide it with such information, documents, and advice relating to the 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 Client, Trust and the Fund, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws and registration statement and the Fund’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 Ultimus that 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 Trust shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx Ultimus immediately should the Policy be cancelled or terminated. (E) Any officer 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 Client. The Client and the Trust represent and warrant, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (I1) 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 cause the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Xxxxxxx Ultimus and to provide it with such information, documents, and advice relating to the 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 Client, Trust and the Fund, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws and registration statement and the Fund’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 Ultimus that 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 Trust shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx Ultimus immediately should the Policy be cancelled or terminated. (E) Any officer 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 Client. The Client hereby represents and warrants to and covenants with the Trust represent Custodian as follows (and warrantwill deliver to the Custodian, which representations concurrently with any extension of credit to Client by Royal Bank of Canada under a credit agreement, opinions of counsel substantially in the form and warranties content of Exhibit B-1 and B-2 hereto (which, for the avoidance of doubt, may be combined as a single opinion of counsel to the extent such counsel is qualified in the applicable jurisdictions and knowledgeable with respect to such matters as is contemplated by such Exhibits B-1 and B-2), or in such other form and content acceptable to the Custodian in its sole discretion, and as to such other matters as shall be deemed reasonably specified by the Custodian): (a) The Client (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, (ii) is duly qualified and in good standing as a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and where failure so to qualify and be in good standing or to be continuing throughout licensed could have a material adverse effect on the term Client or its assets or the rights of this Agreementthe Custodian hereunder, that(iii) has all requisite power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted; and (iv) is not an “investment company” (as defined in the ICA) required to register under the ICA. (b) More specifically and without Imitation of the foregoing, the Client has the power and authority to: (Ai) (I) as grant to the Custodian the powers and authorities granted to it pursuant to this Custody Agreement, including all powers and authorities in respect of the close Client and any Property; (ii) authorize the Custodian to establish bank accounts in the name of business the Client with the Custodian; and (iii) give Instructions in relation to the safekeeping and custody of the Property, and to authorize others to do so where applicable. (c) The execution, delivery and performance by the Client of this Custody Agreement and all related agreements, instruments or documents required or contemplated hereby are within the Client’s powers, have been duly authorized by all necessary action and do not and will not (i) contravene any Client Document or other constitutive document of the Client, (ii) contravene any contractual restriction binding on the Agreement Effective DateClient or require any consent under any agreement, each Fund that instrument or document to which the Client or any of its Affiliates is then a party or by which any of its or their properties or assets is bound, (iii) result in existence has authorized unlimited sharesor require the creation or imposition of any lien, and (2) no shares security interest or other claim on or against any property or assets of the Trust will be offered Client except to the public until extent expressly provided for or permitted hereunder, or (iv) violate any law, rule or regulation (including, but not limited to the Trust’s registration statement under ICA, the United States Securities Act of 1933, as amended (the “‘Securities Act”)amended, and the 1940 United States Securities Exchange Act has been declared or becomes effective. (B) It shall cause the investment adviser(s) and sub-advisersof 1934, prime broker, custodian, legal counsel, independent accountantsas amended, and the rules and regulations promulgated under such Acts), order, writ, judgment, injunction, decree, determination or award or other service providers and agents, past or present, for each Fund to cooperate with Xxxxxxx and to provide it with such information, documents, and advice relating legal requirement applicable to the Fund as appropriate Client or requested by Xxxxxxx, in order to enable Xxxxxxx to perform its duties and obligations under this Agreement. (C) To the knowledge property or assets of the Client. The Client is not in violation of any such law, Trust and rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any contractual restriction binding upon it, except for any such violation or breach that would not have a material adverse effect on the FundClient, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws and registration statement and the Fund’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 serve its assets 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 properties or its performance of its officers. The Trust shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Xxxxxxx immediately should the Policy be cancelled or terminatedobligations hereunder. (E) Any officer 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.