Common use of Representations of Trust Clause in Contracts

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business statutory trust duly organized and existing under the laws of the State of MassachusettsDelaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's ’s Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business statutory trust duly organized and existing under the laws of the State of MassachusettsDelaware; it is empowered under applicable laws and by its Agreement and Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. C. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. D. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's ’s Agreement and Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. E. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2006 tax year. G. F. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2001 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business statutory trust duly organized and existing under the laws of the State of MassachusettsDelaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate trust proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's ’s Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2005 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State of MassachusettsDelaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting (except for the distribution of Forms 5498) has been completed timely and accurately, including the distribution of Forms 5498s accurately for the 200_ 2002 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State Commonwealth of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A The Trust's registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2006 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State of MassachusettsofDelaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business statutory trust duly organized and existing under the laws of the State of MassachusettsDelaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's ’s Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2006 tax year. G. The To the best of its knowledge and based upon inquiry, the Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business statutory trust duly organized and existing under the laws of the State of MassachusettsDelaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust Fund being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and and, when Shares are hereafter issued in accordance with the terms of the Trust's Declaration of Trust and its Prospectus with respect to each the applicable Fund's Prospectus, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2005 tax year. G. (1) The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (12) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (23) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's ’s Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2009 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business statutory trust duly organized and existing under the laws of the State of Massachusetts; Delaware, it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; , and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under The Registration Statement is or will be effective as of the Securities Act is currently effective and will remain effective, and appropriate date the applicable Fund commences operations. The Trust shall notify UMBFS if the Registration Statement or any state securities laws filings registrations have been made and will continue to be madeterminated, lapse or a stop order has been entered with respect to Shares of the Trust being offered for saleShares. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has will be been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2012 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as As of the date of this Agreement, and : (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their a Fund, Trust officers or Trustees, except as disclosed to UMBFS in writing and dated as of the date of this Agreement to UMBFSAgreement.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's ’s Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2010 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State Commonwealth of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State Commonwealth of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2006 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's ’s Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ tax 200___tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business trust duly organized and existing under the laws of the State of Massachusetts; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under the Securities Act is currently effective and will remain effective, and appropriate state securities laws filings have been made and will continue to be made, with respect to Shares of the Trust being offered for sale. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's ’s Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2003 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as of the date of this Agreement, and (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their officers or Trustees, except as disclosed in writing and dated as of the date of this Agreement to UMBFS.

Representations of Trust. The Trust represents and warrants to UMBFS that: A. It is a business statutory trust duly organized and existing under the laws of the State of Massachusetts; Delaware, it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; , and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. B. Any officer of the Trust has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to UMBFS the names of such Authorized Persons. C. It is duly registered as an investment company under the 1940 Act. D. A registration statement under The Registration Statement is or will be effective as of the Securities Act is currently effective and will remain effective, and appropriate date the applicable Fund commences operations. The Trust shall notify UMBFS if the Registration Statement or any state securities laws filings registrations have been made and will continue to be madeterminated, lapse or a stop order has been entered with respect to Shares of the Trust being offered for saleShares. E. All outstanding Shares are validly issued, fully paid and non-assessable and when Shares are hereafter issued in accordance with the terms of the Trust's ’s Declaration of Trust and its Prospectus with respect to each Fund, such Shares shall be validly issued, fully paid and non-assessable. F. All shareholder tax reporting has will be been completed timely and accurately, including the distribution of Forms 5498s for the 200_ 2012 tax year. G. The Funds, and all shareholder accounts, are in balance and all accounts reconciled and current as As of the date of this Agreement, and : (1) there are no outstanding issues relating to transfer agent activities and shareholder and Trust record keeping, including those related to shareholder accounts and transaction activity, and (2) there are no existing or potential claims, litigation or demands by shareholders or others relating to the Trust, or any of the Funds or their a Fund, Trust officers or Trustees, except as disclosed to UMBFS in writing and dated as of the date of this Agreement to UMBFSAgreement.