Common use of Representations of the Fund Clause in Contracts

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. (a) The Fund represents has prepared and warrantsfurnished its respective Offering Memorandum and its other Offering Documents to UMBDS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale furnish UMBDS with Supplemental Material and such other information with respect to the public under the Securities Act as of the Agreement Effective Datebusiness, pursuant to the Registration Statement effective as of such dateoperations, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act assets, liabilities and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge prospects of the Fund, as UMBDS may reasonably request. UMBDS may rely upon the Fund’s Declaration accuracy and completeness of Trustthe Offering Documents and all such other information and the Fund acknowledges that UMBDS has not been retained to independently verify any of such information. The Fund will be solely responsible for the contents of its Offering Documents, Bylaws, Registration Statement Supplemental Material and any advertising materials and sales literature prepared all other written communications provided by the Fund or its agent are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund to UMBDS, any other placement agent, sub-placement agent or other intermediary. The Fund represents and warrants that its Offering Documents, Supplemental Material and such other communications will not, as of their respective dates, 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 therein, in light of the circumstances under which they were made, not misleading. The Fund authorizes UMBDS to provide its Offering Documents and Supplemental Material to (an “Authorized Person”i) (unless such authority is limited in a writing from other placement agents retained and duly authorized by the Fund and received its Board of Trustees to procure subscriptions for the purchase of Shares, (ii) sub-placement agents retained and duly authorized by Distributor) and has the authority to appoint additional Authorized Persons, to limit UMBDS or revoke the authority of any previously designated Authorized Person, and to certify to Distributor the names of the Authorized Persons from time to time. E. The Fund 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 another duly authorized placement agent of the Fund’s business ; and for (iii) other intermediaries duly authorized to purchase Shares on behalf of, or to recommend Shares to, such intermediaries’ clients. (b) If at any time prior to the offer, issuance, distributions completion of the offer and sale of Shares an event occurs which would cause a Fund’s Offering Documents or any Supplemental Material (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the Shares statements therein, in accordance with the terms light of the Registration Statement circumstances under which they were made, not misleading, the Fund will notify UMBDS immediately of such event and this Agreement, and UMBDS will suspend the distribution of such Intellectual Property does not and will not breach or infringe materials until such time as the terms of any Intellectual Property owned, held or licensed by any third party. F. The Fund shall not file any prepare a supplement or amendment to the Registration Statement that amends any provision therein pertaining to Distributor, the distribution of the Shares relevant Offering Document(s) and/or Supplemental Material which corrects such statement or the applicable sales loads omission. Such Fund will provide UMBDS with such new Offering Document(s) upon being updated 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalsupplemented.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the description in the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are true and accurate not materially misleading and will remain true and accurate as such at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the close of business on the Agreement Effective Date, pursuant to the Registration Statement effective as of such dateeach Portfolio that is then in existence has properly authorized its shares, (2) no Shares of the Fund will be offered to the public until the Fund’s Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the description in the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Portfolio to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund Portfolio as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the FundFund and the Portfolio, the Fund’s Declaration Articles of TrustIncorporation (the “Articles of Incorporation”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 use in the conduct of the Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are materially true and accurate and will remain materially true and accurate if in use, in the case of advertising materials and sales literature, at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Distributor shall be deemed to have reasonable advance notice of any Registration Statement amendments filed by its affiliate, Ultimus Fund Solutions, LLC; and provided further, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are materially true and accurate and will remain materially true and accurate if in use, in the case of advertising materials and sales literature, at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time.. [Axxes Opportunistic Credit Fund, May 29, 2024 E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Distributor shall be deemed to have reasonable advance notice of any Registration Statement amendments filed by its affiliate, Ultimus Fund Solutions, LLC; and provided further, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the close of business on the Agreement Effective Date, pursuant to the Registration Statement effective as of such dateFund that is then in existence has authorized unlimited shares, and (2) no Shares shares of the Fund will be offered to the public until the Registration Statement Fund’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. (B) To the knowledge of the Trust and the Fund, the FundTrust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent registration statement are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Lawapplicable federal and state securities laws. D. (C) Each of the employees of Service Provider that serve or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Fund shall provide Service Provider with proof of current coverage, including a copy of the Policy, and shall notify Service Provider immediately should the Policy be cancelled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide Distributor Service Provider with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by DistributorService Provider) 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 Distributor Service Provider the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, howeverand in accordance with Rule 24f-2 under the 1940 Act, only a fraction thereof will have been all such Shares authorized by the Board are registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Fund’s Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessablenon-assessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Agreement and Declaration of Trust, Trust and Bylaws, as each may be amended from time to time, and the Fund’s Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are true and accurate not materially misleading and will remain true and accurate as such at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereofthereof (not including amendments that are immaterial in nature); provided, however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the close of business on the Agreement Effective Date, pursuant to the Registration Statement effective as of such dateFund has or will have authorized unlimited shares, and (2) no Shares shares of any Fund will be offered to the public for sale until the Registration Statement under the Securities Act and the 1940 Act Fund’s registration statement has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance filed with the Registration Statement, will be fully paid SEC and nonassessableall required state securities law filings have been made. B. (B) It shall cause the Advisorinvestment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Distributor Xxxxxxx and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by DistributorXxxxxxx, in order to enable Distributor Xxxxxxx to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the (C) The Fund’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement registration statement and any advertising materials organizational documents, and sales literature prepared by the Fund or its agent prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Lawapplicable federal and state securities laws. Notice is hereby given that the Declaration of Trust is executed on behalf of the Fund and not the Trustees of the Fund individually and that the obligations of the Declaration of Trust are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Fund, and Xxxxxxx shall look only to the assets of the Fund for the satisfaction of such obligations. D. (D) Each of the employees of Ultimus that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary or the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Fund 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. (E) Any officer of the Fund who is not an Ultimus affiliate, employee, or agent shall be considered an individual who is authorized to provide Distributor Xxxxxxx with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by DistributorXxxxxxx) 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 Distributor Ultimus the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1A) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisorits investment adviser(s) and sub-advisers, if any, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to reasonably cooperate with Distributor Uxxxxxx and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by DistributorUxxxxxx, in order to enable Distributor Ultimus to perform its duties and obligations under this Agreement. C. . To the knowledge of the Fund, the Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials and sales literature prepared by extent the Fund or its agent the investment adviser(s) or any other service provider to the Fund is/are unable to supply Ultimus with all of the information necessary for Uxxxxxx to perform the Services, Uxxxxxx will not be able to fully perform the Services and will not be responsible for such failure. (B) The Fund’s organizational documents and registration statement 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 Lawapplicable federal and state securities laws. D. (C) Each of the employees of Uxxxxxx that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Uxxxxxx immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide Distributor Uxxxxxx with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by DistributorUxxxxxx) 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 Distributor Ultimus the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the close of business on the Agreement Effective Date, pursuant to the Registration Statement effective as of such dateFund that is then in existence has authorized unlimited shares, and (2) no Shares shares of the Fund will be offered to the public until the Registration Statement Fund’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. (B) To the knowledge of the Trust and the Fund, the FundTrust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent registration statement are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Lawapplicable federal and state securities laws. D. (C) Each of the employees of Service Provider that serve or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary, and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Fund shall provide Service Provider with proof of current coverage, including a copy of the Policy, and notify Service Provider immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide Distributor Service Provider with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by DistributorService Provider) 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 Distributor Service Provider the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares shares of the Fund under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act of 1933, as amended (the “Securities Act”), as of the Agreement Effective Date, pursuant to the Registration Statement registration statement on Form N-2 effective as of such datedate (the “Registration Statement”), and (2) no Shares shares of the Fund will be offered to the public until the Fund’s Registration Statement under the Securities Investment Company Act and the 1940 Securities Act has been declared or becomes effective, effective and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessableall required state securities law filings have been made. B. (B) It shall cause the Advisorinvestment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountantsIRPAF, and other service providers and agents, past or present, to cooperate with Distributor Ultimus and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by DistributorUltimus, in order to enable Distributor Ultimus to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the (C) The Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials organizational documents, and sales literature prepared by the Fund or its agent prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Lawapplicable federal and state securities laws. D. (D) Each of the employees of Ultimus that serves or has served at any time as an officer of the Fund shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify Ultimus immediately should the Policy be canceled or terminated. (E) Any officer of the Fund who is not affiliated with Ultimus shall be considered an individual who is authorized to provide Distributor Ultimus with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by DistributorUltimus) 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 Distributor Ultimus the names of the Authorized Persons from time to time. E. The Fund 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 . Any officer of the Fund’s business and for the offer, issuance, distributions and sale Fund who is affiliated with Ultimus shall also be considered an Authorized Person provided that any instructions or requests provided to Ultimus on behalf of the Shares Fund by an Authorized Person who is affiliated with Ultimus must be made in accordance writing and signed by at least one Authorized Person who is not affiliated with the terms of the Registration Statement 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 partyUltimus. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that materially amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall use commercially reasonable efforts to cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. (a) The Fund represents has prepared and warrantsfurnished its Offering Memorandum and its other Offering Documents to ASBSI, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale furnish ASBSI with Supplemental Material and such other information with respect to the public under the Securities Act as of the Agreement Effective Datebusiness, pursuant to the Registration Statement effective as of such dateoperations, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act assets, liabilities and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge prospects of the Fund, as ASBSI may reasonably request. ASBSI may rely upon the Fund’s Declaration accuracy and completeness of Trustthe Offering Documents and all such other information and the Fund acknowledges that ASBSI has not been retained to independently verify any of such information. The Fund will be solely responsible for the contents of its Offering Documents, Bylaws, Registration Statement Supplemental Material and any advertising materials and sales literature prepared all other written communications provided by the Fund or its agent are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund to ASBSI, any other placement agent, sub-placement agent or other intermediary. The Fund represents and warrants that its Offering Documents, Supplemental Material and such other communications will not, as of their respective dates, 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 therein, in light of the circumstances under which they were made, not misleading. The Fund authorizes ASBSI to provide its Offering Documents and Supplemental Material to (an “Authorized Person”i) (unless such authority is limited in a writing from other placement agents retained and duly authorized by the Fund and received its Board of Managers to procure subscriptions for the purchase of Interests, (ii) sub-placement agents retained and duly authorized by Distributor) and has the authority to appoint additional Authorized Persons, to limit ASBSI or revoke the authority of any previously designated Authorized Person, and to certify to Distributor the names of the Authorized Persons from time to time. E. The Fund 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 another duly authorized placement agent of the Fund’s business ; and for (iii) other intermediaries duly authorized to purchase Interests on behalf of, or to recommend Interests to, such intermediaries’ clients. (b) If at any time prior to the offer, issuance, distributions completion of the offer and sale of Interests an event occurs which would cause the Shares Fund’s Offering Documents or any Supplemental Material (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in accordance with order to make the terms statements therein, in light of the Registration Statement circumstances under which they were made, not misleading, the Fund will notify ASBSI immediately of such event and this Agreement, and ASBSI will suspend the distribution of such Intellectual Property does not and will not breach or infringe materials until such time as the terms of any Intellectual Property owned, held or licensed by any third party. F. The Fund shall not file any prepare a supplement or amendment to the Registration Statement that amends any provision therein pertaining to Distributor, the distribution of the Shares relevant Offering Document(s) and/or Supplemental Material which corrects such statement or the applicable sales loads omission. The Fund will provide ASBSI with such new Offering Document(s) upon being updated 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditionalsupplemented.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Declaration of Trust, Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Law.. Ultimus Distribution Agreement Peak Income Plus Fund, November 17, 2022 D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, however, only a fraction thereof will have been registered for sale to the public under the Securities Act as of the close of business on the Agreement Effective Date, pursuant to the Registration Statement effective as of such dateFund that is then in existence has authorized unlimited shares, and (2) no Shares shares of the Fund will be offered to the public until the Registration Statement Fund’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective, and . AZ (3B) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Trust and the Fund, the FundTrust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent registration statement are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with Applicable Lawapplicable federal and state securities laws. D. (C) Each of the employees of Service Provider that serve or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Fund shall provide Service Provider with proof of current coverage, including a copy of the Policy, and shall notify Service Provider immediately should the Policy be cancelled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide Distributor Service Provider with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by DistributorService Provider) 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 Distributor Service Provider the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) the Board has authorized the issuance of an unlimited number of Shares under the terms of its Declaration of Trust, howeverand in accordance with Rule 24f-2 under the 1940 Act, only a fraction thereof will have been all such shares authorized by the Board are registered for sale to the public under the Securities Act as of the Agreement Effective Date, pursuant to the Registration Statement effective as of such date, (2) no Shares will be offered to the public until the Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (3) the Shares are validly authorized and, when issued in accordance with the Registration Statement, will be fully paid and nonassessable. B. It shall cause the Advisor, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the knowledge of the Fund, the Fund’s Declaration of Trust, Trust and Bylaws, as each may be amended from time to time, and the Fund’s Registration Statement and any advertising materials and sales literature prepared by the Fund or its agent are true and accurate not materially misleading and will remain true and accurate as such at all times during the term of this Agreement in conformance with Applicable Law. D. Any officer of the Fund shall be considered an individual who is authorized to provide Distributor with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by Distributor) 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 Distributor the names of the Authorized Persons from time to time. E. The Fund 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 Fund’s business and for the offer, issuance, distributions and sale of the Shares in accordance with the terms of the Registration Statement 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. F. The Fund shall not file any amendment to the Registration Statement that amends any provision therein pertaining 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 Fund’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.