Common use of REPRESENTATIONS OF THE TRUST Clause in Contracts

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement Statement, and any advertising materials and sales literature prepared by the Trust 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 D. Any officer of the Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses licenses, or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains 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 Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”)Deed, Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains 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 Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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 AdvisorAdviser, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains 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 Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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 AdvisorAdviser, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx xxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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.. Xxxxxxxx, XxXxxxx E. The Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisersAdviser, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust or its agent 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 Law. D. Any officer of the Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains 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 Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, on behalf of the Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably requested by Ultimus Distribution Agreement September 22, 2023 Page 9 of 18 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that materially amends any provision therein which pertains 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 Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 D. Any officer of the Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx mark 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no No Shares of the Trust a Fund will be offered to the public until the Trust’s Registration Statement under the Securities Act and the 1940 Act has been declared or becomes effective, and (32) 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, sub-advisersAdviser, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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.. Oak Associates Funds F. The Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’s '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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s 's Agreement and Declaration of Trust (the “"Declaration of Trust”"), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx xxxx 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 Trust’s '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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s 's right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the best knowledge of the Trust and the Fund, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust Trust, or its agent at the Trust’s request, 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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.. February 1, 2019 E. The To the best knowledge of the Trust, the Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx xxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used by the Trust in the conduct of the Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably requested by Distributor, in order to enable Distributor to perform its duties and obligations under this Agreement. C. To the best knowledge of the Trust and the Fund, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust Trust, or its agent at the Trust’s request, 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 To the best knowledge of the Trust, the Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used by the Trust in the conduct of the Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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 Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx 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 Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

REPRESENTATIONS OF THE TRUST. The Trust represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, (2) no Shares of the Trust will be offered to the public until the Trust’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, sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Distributor and to provide it with such information, documents, and advice relating to the Fund as appropriate or reasonably 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 Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, Registration Statement and any advertising materials and sales literature prepared by the Trust 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. . Rxxxxxxx, MxXxxxx D. Any officer of the Trust shall be considered an individual who is authorized to provide Distributor 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 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 Trust owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mxxx registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, “Intellectual Property”) necessary for or used in the conduct of the Trust’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 Trust shall not file any amendment to the Registration Statement that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.