Common use of Representations, Warranties and Covenants of the Trust Clause in Contracts

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, or decree imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been shall on or prior to the effective date specified in Section 9 be duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors trustees of the Trust; and when executed and delivered by the Trust, upon such effective date will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. (a) The Trust representshereby represents and warrants to SGRIL, warrants which representations and covenants warranties shall be deemed to be continuing throughout the term of this Agreement, that: (ai) it is duly organized, organized and validly existing and in good standing under the laws of the state jurisdiction of its formationorganization, and has is and at all requisite power under the laws of such state and applicable federal law times will remain duly authorized to conduct its business as now being conducted and to perform carry out its obligations as contemplated by this Agreementherein; (bii) the execution, delivery and performance of this Agreement has are within its power and have been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its termsnecessary action; (ciii) it shall timely perform all obligations identified in its entering into this Agreement as obligations does not conflict with or constitute a default or require a consent under or breach of any provision of any agreement or document to which the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested Trust is a party or by the Distributor and giving all necessary consents or approvals in good faith and within a timely mannerwhich it is bound; (div) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon conducting its business or financial condition, and there is no injunction, order, judgment, or decree imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under in compliance in all material respects with all applicable laws and regulations, including, without limitation the 1940 Actboth state and federal, and each Fund is a separate series of the Trusthas obtained all regulatory approvals necessary to carry on its business as now conducted; (fv) it is the Registration Statement and will continue to the Trust’s Prospectus have been prepared, and all marketing materials shall be prepared, in compliance all material respects, in conformity with all applicable laws the 1933 Act, the rules and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC, and any other applicable laws, rules, or regulations; (gvi) it has an anti-money laundering program (“AML Program”)the Registration Statement and the Trust’s Prospectus contain, that at minimum includesand all marketing materials shall contain, (i) an AML compliance officer designated all statements required to administer be stated therein in accordance with the 1933 Act and oversee the AML Programany other applicable laws, (ii) ongoing training for appropriate personnelrules, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping proceduresregulations; (hvii) each Prospectus has been prepared all statements of fact contained therein, or to be contained in accordance with all applicable laws marketing materials, are or will be true and regulations and, correct in all material respects at the time such Prospectus was filed with indicated or the SEC effective date, as the case may be, and became effectivenone of the Registration Statement, no Prospectus will the Prospectus, nor any marketing materials shall include an any untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as or necessary to make the statements contained therein, in such the case of the Trust’s Prospectus in light of the circumstances in which made, not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (lviii) except as otherwise noted in the event it determines that it is Registration Statement and Prospectus, the offering price for all Creation Units will be the aggregate net asset value of the Shares per Creation Unit of the Trust, as determined in the interest manner described in the Registration Statement and Prospectus. (b) The Trust shall fully cooperate in the efforts of SGRIL in the provision of the Trust to suspend or terminate the sale of any Sharesservices described in this Agreement. In addition, the Trust shall promptly notify the Distributor keep SGRIL fully informed of such fact, and if reasonably practicable, in advance and in writing prior its affairs as they relate to the date on which Trust and shall provide to SGRIL from time to time copies of all information that SGRIL may reasonably request for use in connection with the Trust desires to cease offering provision of the Sharesservices described in this Agreement.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”"ACTIONS") of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“"OFAC”"), Financial Crimes and Enforcement Network (“FinCEN”"FINCEN") and the SEC;SEC THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. (g) it has an anti-money laundering program (“"AML Program”PROGRAM"), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s 's performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants agrees with the Placement Agent, for its benefit that: (a) it the Trust is a statutory trust, duly organizedformed, validly existing and in good standing under the laws of the state State of its formation, and has Delaware with all requisite power under the laws and authority and all necessary authorizations, approvals, orders, licenses, certificates and permits of such state and applicable federal law from all governmental regulatory officials and bodies, and all necessary rights, licenses and permits from other parties to conduct its the Trust’s business as now being conducted and to perform its obligations as contemplated by this Agreementthe Prospectus; (b) the execution, delivery and performance of this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, or decree imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series action of the Trust; (fc) it is the Trust has all requisite power and will continue authority to be in compliance with all applicable laws duly and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SECvalidly issue its Shares to investors; (gd) it has an anti-money laundering program the Shares, when issued and paid for in the amounts and for the consideration described in the Prospectus, will be entitled to the rights and subject to the restrictions and conditions contained in the Trust Agreement; in no event shall any Shareholder of the Trust (“AML ProgramShareholder”), that at minimum includes, (i) an AML compliance officer designated to administer or former Shareholder be personally liable for the repayment and oversee discharge of any debts and obligations of the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls Trust or have any liability in respect of the debts and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements obligations of the Trust except as provided in the Trust Agreement and to verify the identity of all customers; and (v) appropriate record keeping proceduresextent otherwise required by law; (he) each Prospectus has been prepared at all times while the Shares are being sold in accordance with all applicable laws and regulations andthis public offering, at the time such Prospectus was filed with Shares will be registered under the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleadingSecurities Act; (if) it the Placement Agent is entitled to rely, without investigation, appraisal or verification, on the contents of the Prospectus, the Registration Statement and the Marketing Materials, if any, in connection with the Offering, and that the Placement Agent will notify not be responsible for the Distributor as soon as reasonably practical in advance accuracy or completeness of any matter which could materially affect the Distributor’s performance such materials. For purposes of its duties and obligations under this Agreement, including “Marketing Materials” means any amendment to advertisement, or sales and marketing materials prepared by the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators Trust identified on Exhibit A and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) used in the event it determines that it is in the interest Offering of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.;

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and and, to its knowledge, there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) SEI – 262212v3 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the TrustTrust (the "BOARD"), including by unanimous affirmative vote of all of the independent directors trustees of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights or general principles of equity; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals as the Board considers appropriate and consistent with its fiduciary duties acting in good faith and within a timely mannerfaith; (d) to the best of its knowledge, it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”"ACTIONS") of any nature against it, its advisor or its properties or assets which couldare reasonably likely to, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed specifically upon it or any of its properties or assets;assets that are reasonably likely to have a material effect upon its business or financial condition; THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. (e) it is an investment company that is duly registered under all applicable laws the 1933 Act and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“"OFAC”"), Financial Crimes and Enforcement Network (“FinCEN”"FINCEN") and the SEC; (g) it has an anti-money laundering program (“"AML Program”PROGRAM"), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, where such Prospectus is required to be filed with a regulatory body, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include included an untrue statement of a material fact or omit omitted to state a material fact that is was required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance after becoming aware of any matter which could that it believes is reasonably likely to materially affect the Distributor’s 's performance of its duties and obligations under this Agreement, including any proposed amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by lawlaw and in accordance with relevant confidentiality obligations, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact (where possible) in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series portfolio of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “"Actions”") of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series portfolio of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“"OFAC”"), Financial Crimes and Enforcement Network (“"FinCEN”") and the SEC; (g) it has an anti-money laundering program (“"AML Program”"), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s 's performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organizedformed, validly existing and in good standing under the laws of the state of its formationDelaware, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board Board of trustees Trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, or decree imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation limitation, the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (he) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (if) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (jg) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body;; and (kh) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants warrants, and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the TrustTrust (the “Board”), including by unanimous affirmative vote of all of the independent directors trustees of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or general principles of equity; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals as the Board considers appropriate and consistent with its fiduciary duties acting in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which couldare reasonably likely to, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assetsassets that are reasonably likely to have a material effect upon its business or financial condition; (e) it is an investment company that is duly registered under all applicable laws and regulations, includingincluding without limitation, without limitation the 1933 Act and the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has the Trust’s Registration Statement, proxy solicitation and repurchase offer materials, annual or other periodic report of the Trust or any advertising, marketing, shareholder communication, or promotional material generated by the Trust or the Trust’s investment adviser(s) from time to time, as appropriate, including all amendments or supplements thereto have been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus Registration Statement was filed with the SEC and became effective, no Prospectus will include none of the documents listed above included an untrue statement of a material fact or omit omitted to state a material fact that is was required to be stated therein so as to make the statements contained in such Prospectus Registration Statement not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could that it believes is reasonably likely to materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any proposed amendment to the ProspectusRegistration Statement; (j) it will provide Distributor with a copy of each Prospectus the fund’s current prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, law in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC;SEC SEI 96634v2 (Rev. 6/2009) (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the TrustTrust and, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is or will be prior to issuance of any Shares duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, and regulations of the U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has or will have prior to issuance of any Shares an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been or will be prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was or will be filed with the SEC and became or becomes effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of the opportunity to review and comment on each Prospectus as soon as reasonably possible at least one week prior to filing the same with an applicable regulatory body; SEI – 149778v5 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. (k) it will provide Distributor with the opportunity to review and comment on each exemptive application or contemporaneously with amendment thereto at least two weeks prior to filing the same with an applicable regulatory body; (kl) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the SharesCreation Units, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (lm) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any SharesCreation Units, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the SharesCreation Units.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the TrustTrust (the “Board”), including by unanimous affirmative vote of all of the independent directors trustees of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or general principles of equity; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals as the Board considers appropriate and consistent with its fiduciary duties acting in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which couldare reasonably likely to, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assetsassets that are reasonably likely to have a material effect upon its business or financial condition; (e) it is an investment company that is duly registered under all applicable laws and regulations, includingincluding without limitation, without limitation the 1933 Act and the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC;; SEI 319024 (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include included an untrue statement of a material fact or omit omitted to state a material fact that is was required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could that it believes is reasonably likely to materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any proposed amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, law in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors trustees of the Trust; and Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which couldare reasonably likely to, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assetsassets that are reasonably likely to have a material effect upon its business or financial condition; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), ) that at minimum includes, (i) an AML compliance officer designated to administer complies with applicable laws and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping proceduresregulations; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could is reasonably likely to materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will use best efforts to provide Distributor with a copy of the opportunity to review and comment on each Prospectus as soon as reasonably possible registration statement and supplement thereto at least one week prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it will use best efforts to provide Distributor with the opportunity to review and comment on each exemptive application or amendment thereto at least two weeks prior to filing the same with an applicable regulatory body; (l) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the SharesCreation Units, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (lm) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any SharesCreation Units, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the SharesCreation Units.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors trustees of the TrustTrust who are not “interested persons” of the Trust (as that term is defined in Section 2(a)(19) of the 1940 Act; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all Fund marketing materials reasonably requested by the Distributor and giving all not unreasonably withholding any necessary consents or approvals in good faith and within a timely mannerapprovals; (d) it is not a party to any, and and, to its knowledge, there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include included an untrue statement of a material fact or omit omitted to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. (a) The Trust representshereby represents and warrants to Marketing Agent, warrants which representations and covenants warranties shall be deemed to be continuing throughout the term of this Agreement, that: : (ai) it is duly organized, validly existing organized and in good standing under the laws of the state its jurisdiction of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; organization; (bii) this Agreement has been duly authorized by the board of trustees of the Trustauthorized, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the TrustTrust and, when executed and delivered, will constitute a legal, valid and legally binding obligation of the Trust, enforceable against the Trust in accordance with its terms; , subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (diii) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon conducting its business or financial condition, and there is no injunction, order, judgment, or decree imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under in compliance in all material respects with all applicable laws and regulations, including, without limitation the 1940 Actboth state and federal, and each Fund is a separate series of the Trust; (f) it is and will continue has obtained all regulatory approvals necessary to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, carry on its business as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activitiesnow conducted; (iv) procedures to comply with know your customer requirements the Trust’s Registration Statement and to verify the identity of Trust’s Prospectuses, and marketing and promotional literature have been prepared, in all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared material respects, in accordance with all applicable laws and regulations and, at the time such Prospectus was filed conformity with the applicable requirements of the 1933 Act and SEC rules and became effective, no Prospectus will include an regulations; (vii) the Trust’s Registration Statement (including its statement of additional information) and Prospectuses do not and shall not contain any untrue statement of a material fact or omit to state a any material fact that is required to be stated therein so as or necessary to make the statements contained in such Prospectus therein not misleading; , and that all statements or information furnished to Marketing Agent pursuant to this Agreement shall be true and correct in all material respects; and (iviii) it all marketing or promotional literature shall contain all statements required to be stated therein in accordance with the 1933 Act and SEC rules and regulations; and do not and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ix) all necessary approvals, authorizations, consents, or orders of or filings with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency have been or will notify be obtained by the Distributor as soon as reasonably practical Trust in advance connection with the issuance and sale of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by lawincluding registration of the Shares under the 1933 Act, and any necessary qualification under the securities or blue-sky laws of the various jurisdictions in order for which the Distributor to comply with its regulatory obligations; andShares are being offered. (lb) The Trust shall reasonably cooperate in the event it determines that it is efforts of the Marketing Agent in the interest provision of the Trust to suspend or terminate the sale of any Sharesservices. In addition, the Trust shall promptly notify the Distributor keep Marketing Agent reasonably informed of such fact, and if reasonably practicable, in advance and in writing prior its affairs as they relate to the date on which Trust and shall provide to Marketing Agent from time-to-time copies of all information that Marketing Agent may reasonably request for use in connection with the Trust desires to cease offering provision of the SharesServices.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, it is not aware of any pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”"ACTIONS") of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series portfolio of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“"OFAC”"), Financial Crimes and Enforcement Network (“FinCEN”"FINCEN") and the SEC; (g) it has an anti-money laundering program (“"AML Program”PROGRAM"), that at minimum THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s 's performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the TrustTrust (the “Board”), including by unanimous affirmative vote of all of the independent directors trustees of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or general principles of equity; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals as the Board considers appropriate and consistent with its fiduciary duties acting in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which couldare reasonably likely to, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assetsassets that are reasonably likely to have a material effect upon its business or financial condition; (e) it is an investment company that is duly registered under all applicable laws and regulations, includingincluding without limitation, without limitation the 1933 Act and the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has the fund’s Registration Statement, proxy solicitation and repurchase offer materials, annual or other periodic report of the Trust or any advertising, marketing, shareholder communication, or promotional material generated by the Trust or the Trust’s investment adviser(s) from time to time, as appropriate, including all amendments or supplements thereto have been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus Registration Statement was filed with the SEC and became effective, no Prospectus will include none of the documents listed above included an untrue statement of a material fact or omit omitted to state a material fact that is was required to be stated therein so as to make the statements contained in such Prospectus prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could that it believes is reasonably likely to materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any proposed amendment to the ProspectusRegistration Statement; (j) it will provide Distributor with a copy of each Prospectus the fund’s current prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, law in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations andit shall, at its expense, amend or supplement the time such Prospectus was filed registration statement if, at any time, an amendment or supplement is necessary to comply with applicable laws, or is necessary to correct any materially untrue statement in the SEC and became effectiveRegistration Statement or to eliminate any material omission therein, no Prospectus will include or any omission therein which makes any of the statements therein materially misleading. The Trust shall notify the Distributor promptly (i) upon discovery of any untrue statement of a material fact in the registration statement or an omission to state therein a material fact required or necessary to make the statements therein not misleading, and/or (ii) of the occurrence of any event or change in circumstances, of which the Trust is aware or reasonably should be aware, that results in the registration statement containing an untrue statement of a material fact or omit omitting to state therein a material fact that is required to be stated therein so as or necessary to make the statements contained in such Prospectus therein not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”"ACTIONS") of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series portfolio of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“"OFAC”"), Financial Crimes and Enforcement Network (“FinCEN”"FINCEN") and the SEC; (g) it has an anti-money laundering program (“"AML Program”PROGRAM"), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s 's performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants to BISYS that: (a) it It is a Trust duly organized, incorporated and validly existing and in good standing under the laws of the state jurisdiction of its formation, and has all requisite power under the laws of such state full capacity and applicable federal law authority to conduct its business as now being conducted enter into this agreement and to perform carry out its obligations as contemplated by this Agreementhereunder; (b) this It has all necessary authorizations, licenses and permits to carry out its business as currently conducted; (c) It is, and shall continue to be, in compliance in all material respects with all provisions of law applicable to its business and operations, including provisions governing the disclosure controls and procedures of the Funds ("Fund DCPs"); (d) This Agreement has been duly authorized by the board of trustees of the TrustTrust and, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations , subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor rights and giving all necessary consents or approvals in good faith remedies of creditors and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, or decree imposed upon it or any of its properties or assetssecured parties; (e) it is an investment company that is duly registered under all applicable laws By virtue of the Amended and regulationsRestated Trust Instrument, including, without limitation the 1940 Act, and shares of each Fund is a separate series of which are redeemed by the Trust may be resold by the Trust;; and (fi) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it The Trust has an adopted a written anti-money laundering program program, which has been provided to BISYS pursuant to Section 19 (“the "AML Program”"), that at minimum includes, (i) and has appointed an AML officer of the Trust as the Trust's anti-money laundering compliance officer designated to administer and oversee the ("AML ProgramCompliance Officer"), (ii) ongoing training for appropriate personnelthe AML Program and the designation of the AML Officer have been approved by the Board, (iii) internal controls the delegation of certain services thereunder to BISYS, as provided in Section 23, has been approved by the Board, and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures the Trust will submit any material amendments to comply with know your customer requirements and the AML Program to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared BISYS for BISYS' review prior to adoption, in accordance with all applicable laws and regulations andSection 21. In the event that any such amendment makes BISYS' performance under this Agreement impossible or commercially unreasonable, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it BISYS will notify the Distributor as soon as reasonably practical Trust and the parties will in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any good faith attempt to agree upon modifications to such amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing adoption. If the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating parties are unable to customers and/or transactions involving the Sharesagree upon modifications to such amendment prior to adoption, as permitted by law, in order for the Distributor BISYS will not be obligated to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such factperform, and if reasonably practicablewill have no liability related to, in advance and in writing prior to the date on which the Trust desires to cease offering the SharesAML services affected by such amendment.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors Trustees of the Trust; : and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series portfolio of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide the Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the TrustTrust (the "BOARD"), including by unanimous affirmative vote of all of the independent directors trustees of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights or general principles of equity; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals as the Board considers appropriate and consistent with its fiduciary duties acting in good faith and within a timely mannerfaith; (d) to the best of its knowledge, it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”"ACTIONS") of any nature against it, its advisor or its properties or assets which couldare reasonably likely to, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed specifically upon it or any of its properties or assetsassets that are reasonably likely to have a material effect upon its business or financial condition; (e) it is an investment company that is duly registered under all applicable laws the 1933 Act and regulations, including, without limitation the 1940 Act, and each Fund is a separate series portfolio of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“"OFAC”"), Financial Crimes and Enforcement Network (“FinCEN”"FINCEN") and the SEC; (g) it has an anti-money laundering program (“"AML Program”PROGRAM"), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, where such Prospectus is required to be filed with a regulatory body, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include included an untrue statement of a material fact or omit omitted to state a material fact that is was required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance after becoming aware of any matter which could that it believes is reasonably likely to materially affect the Distributor’s 's performance of its duties and obligations under this Agreement, including any proposed amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by lawlaw and in accordance with relevant confidentiality obligations, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact (where possible) in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”"ACTIONS") of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series portfolio of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“"OFAC”"), Financial Crimes and Enforcement Network (“FinCEN”"FINCEN") and the SEC; (g) it has an anti-money laundering program (“"AML Program”PROGRAM"), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s 's performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) its execution, delivery and performance of this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals approvals, in good faith and within a timely manner; (d) (i) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor sponsor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial conditioncondition or its ability to perform its obligations under this Agreement, (ii) its entering into this Agreement does not conflict with, constitute a default of or require a consent under any provision of any agreement or instrument to which the Trust or any of its Funds is a party or by which it or any of such Funds are bound and (iii) there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all The organization and offering expenses comply with applicable laws and regulations, law including, without limitation limitation, the 1940 Actprovisions of FINRA Rule 2310, and each Fund is a separate series of or any successor rule applicable to direct participation programs, to the Trustextent applicable; (f) upon request by the Distributor, it will provide to the Distributor (i) responses to questionnaires or similar due diligence information requests, and (ii) reasonable access, through teleconference and at no cost to the Distributor during regular business hours, to its personnel and agents for the Distributor to be carry out due diligence with respect to compliance with the terms of this Agreement and applicable law including, without limitation, the provisions of FINRA Rule 2310; (g) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including the Bank Secrecy Act, as amended by the USA PATRIOT Act, Act and similar laws and regulations established or enforced by the U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), the Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (gh) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer the Registration Statement and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Fund’s Prospectus has been prepared and all sales literature and advertisements created by or on behalf of the Trust or other materials prepared by or on behalf of the Trust for use in accordance connection with the sale or marketing for sale of any Fund (“Sales Literature and Advertisements”) shall be prepared in conformity with all applicable laws and regulations and(including, without limitation, the 1933 Act, and the rules and regulations of the SEC), (ii) all statements of fact contained in the Registration Statement, each Prospectus and all Sales Literature and Advertisements are or will be true and correct in all material respects at the time indicated in such Prospectus was filed with documents or the SEC effective date, as the case may be, and became effective, no Prospectus will none of such documents shall include an any untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in any such Prospectus document not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Registration Statement or amendment or supplement to any Prospectus, or of any stop order suspending the effectiveness of the Registration Statement; (j) it will provide Distributor with a copy the opportunity to review and comment on each piece of each Prospectus as soon as reasonably possible Sales Literature and Advertisement thereto at least one week prior to proposed use of the same and will not use or contemporaneously permit another party to use any Sales Literature and Advertisements unless and until the Distributor has approved the use of such material; (k) it will provide Distributor with the opportunity to review and comment on each Registration Statement and amendment or supplement thereto at least one week prior to filing the same with an applicable regulatory body; (kl) it will use reasonable efforts to provide Distributor with the opportunity to review and comment on any exemptive application or amendment thereto at least two weeks prior to filing the same with an applicable regulatory body (but the Trust shall not be required to accept such comments); (m) it shall fully cooperate with requests from government regulators and the Distributor for information, including but not limited to information relating to customers and/or customers, transactions involving the SharesCreation Units and fees and expenses of Trust, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (ln) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any SharesCreation Units, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date time on which the Trust desires to cease offering the SharesCreation Units.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees Trustees of the Trust, including by unanimous affirmative vote of all of the independent directors Trustees of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and minimum (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, it is not aware of any pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series portfolio of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, represents warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees directors of the Trust, including by unanimous affirmative vote of all of the independent directors of the Trust; and Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including the Bank Secrecy Act, as amended by USA PATRIOT Act, and regulations of the U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; ; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the SharesCreation Units, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any SharesCreation Units, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the SharesCreation Units.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees Trustees of the Trust, including by unanimous affirmative vote of all of the independent directors Trustees of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assets; (e) it is an investment company that is duly registered under all applicable laws and regulations, including, without limitation the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC;; SEI 256264 (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus was filed with the SEC and became effective, no Prospectus will include an untrue statement of a material fact or omit to state a material fact that is required to be stated therein so as to make the statements contained in such Prospectus not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any amendment to the Prospectus; (j) it will provide Distributor with a copy of each Prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.

Representations, Warranties and Covenants of the Trust. The Trust represents, warrants and covenants that: (a) it is duly organized, validly existing and in good standing under the laws of the state of its formation, and has all requisite power under the laws of such state and applicable federal law to conduct its business as now being conducted and to perform its obligations as contemplated by this Agreement; (b) this Agreement has been duly authorized by the board of trustees of the TrustTrust (the “Board”), including by unanimous affirmative vote of all of the independent directors trustees of the Trust; and when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or general principles of equity; (c) it shall timely perform all obligations identified in this Agreement as obligations of the Trust, including, without limitation, providing the Distributor with all due diligence and marketing materials reasonably requested by the Distributor and giving all necessary consents or approvals as the Board considers appropriate and consistent with its fiduciary duties acting in good faith and within a timely manner; (d) it is not a party to any, and there are no, pending or, to its knowledge, threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it, its advisor or its properties or assets which couldare reasonably likely to, individually or in the aggregate, have a material effect upon its business or financial condition, and there is no injunction, order, judgment, decree, or decree regulatory restriction imposed upon it or any of its properties or assetsassets that are reasonably likely to have a material effect upon its business or financial condition; (e) it is an investment company that is duly registered under all applicable laws and regulations, includingincluding without limitation, without limitation the 1933 Act and the 1940 Act, and each Fund is a separate series of the Trust; (f) it is and will continue to be in compliance with all applicable laws and regulations aimed at the prevention and detection of money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control (“OFAC”), Financial Crimes and Enforcement Network (“FinCEN”) and the SEC; (g) it has an anti-money laundering program (“AML Program”), that at minimum includes, (i) an AML compliance officer designated to administer and oversee the AML Program, (ii) ongoing training for appropriate personnel, (iii) internal controls and procedures reasonably designed to prevent and detect suspicious activity monitoring and terrorist financing activities; (iv) procedures to comply with know your customer requirements and to verify the identity of all customers; and (v) appropriate record keeping procedures; (h) each Prospectus has the Trust’s Registration Statement, proxy solicitation and repurchase offer materials, annual or other periodic report of the Trust or any advertising, marketing, shareholder communication, or promotional material generated by the Trust or the Trust’s investment adviser(s) from time to time, as appropriate, including all amendments or supplements thereto have been prepared in accordance with all applicable laws and regulations and, at the time such Prospectus Registration Statement was filed with the SEC and became effective, no Prospectus will include none of the documents listed above included an untrue statement of a material fact or omit omitted to state a material fact that is was required to be stated therein so as to make the statements contained in such Prospectus Registration Statement not misleading; (i) it will notify the Distributor as soon as reasonably practical in advance of any matter which could that it believes is reasonably likely to materially affect the Distributor’s performance of its duties and obligations under this Agreement, including any proposed amendment to the ProspectusRegistration Statement; (j) it will provide Distributor with a copy of each Prospectus the fund’s current prospectus as soon as reasonably possible prior to or contemporaneously with filing the same with an applicable regulatory body; (k) it shall fully cooperate with requests from government regulators and the Distributor for information relating to customers and/or transactions involving the Shares, as permitted by law, law in order for the Distributor to comply with its regulatory obligations; and (l) in the event it determines that it is in the interest of the Trust to suspend or terminate the sale of any Shares, the Trust shall promptly notify the Distributor of such fact, and if reasonably practicable, fact in advance and in writing prior to the date on which the Trust desires to cease offering the Shares.