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

Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that: 3.01.01. it issues and offers shares of exchange traded funds that are registered under the 1940 Act as open-end investment companies and that issue and redeem their shares at their net asset value; 3.01.02. shares of each Fund are available for purchase and redeemable only by Authorized Participants and only in Creation Units; 3.01.03. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; 3.01.04. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; 3.01.05. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act; 3.01.07. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations, the absence of which would be expected to have a materially adverse affect upon the Trust or a Fund; 3.01.08. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and

Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that: 3.01.01. it issues and offers shares of exchange traded funds that are registered under the 1940 Act as open-end investment companies and that issue and redeem their shares at their net asset value; 3.01.02. shares of each Fund are available for purchase and redeemable only by Authorized Participants and only in Creation Units; 3.01.03. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; 3.01.043.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it 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. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; SEI – 266179 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS GLOBAL FUNDS SERVICES 3.01.03. no existing Interest holder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at hxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to the Fund; 3.01.053.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.063.01.05. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act; 3.01.073.01.06. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations, the absence of which would be expected to have a materially adverse affect upon the Trust or a Fund; 3.01.083.01.07. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.08. if necessary, any shareholder approval of this Agreement has been obtained; 3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and

Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that: 3.01.01. it issues and offers shares of exchange traded funds that are registered under the 1940 Act as open-end investment companies and that issue and redeem their shares at their net asset value; 3.01.02. shares of each Fund are available for purchase and redeemable only by Authorized Participants and only in Creation Units; 3.01.03. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; 3.01.043.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it 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. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; SEI – 266179 3.01.03. no existing Interest holder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at xxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to the Fund; 3.01.053.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.063.01.05. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act; 3.01.073.01.06. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations, the absence of which would be expected to have a materially adverse affect upon the Trust or a Fund; 3.01.083.01.07. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.08. if necessary, any shareholder approval of this Agreement has been obtained; 3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and

Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that: 3.01.01. it issues will issue and offers offer shares of an exchange traded funds that are fund registered under the 1940 Act as an open-end investment companies and fund that will issue and redeem their its shares at their net asset value; 3.01.02. shares of each a Fund are will be available for purchase and redeemable only by Authorized Participants and only in Creation Units; 3.01.03. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; 3.01.04. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it or its properties or assets which could, individually or in the aggregate, have a material effect upon its business or financial condition. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; 3.01.05. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.06. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized or will authorize the issuance of an indefinite number of shares and has elected or will elect to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act; 3.01.07. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations, the absence of which would be expected to have a materially adverse affect upon the Trust or a Fund; 3.01.08. it has or will have prior to issuance of any shares a valid engagement with an independent auditor, custodian and broker auditor and will provide additional information regarding such service providersindependent auditor, including information regarding the terms of its agreement with such service providersagreement, upon request; 3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; andand SEI – 149777v5

Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that: 3.01.01. it issues and offers shares of exchange traded funds that are registered under the 1940 Act as open-end investment companies and that issue and redeem their shares at their net asset value; 3.01.02. shares of each Fund are available for purchase and redeemable only by Authorized Participants and only in Creation Units; 3.01.03. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; 3.01.043.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it 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. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; SEI – 266168 3.01.03. no existing Interest holder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at xxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to the Fund; 3.01.053.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.063.01.05. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act; 3.01.073.01.06. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations, the absence of which would be expected to have a materially adverse affect upon the Trust or a Fund; 3.01.083.01.07. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.08. if necessary, any shareholder approval of this Agreement has been obtained; 3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and

Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that: 3.01.01. it issues and offers shares of exchange traded funds that are registered under the 1940 Act as open-end investment companies and that issue and redeem their shares at their net asset value; 3.01.02. shares of each Fund are available for purchase and redeemable only by Authorized Participants and only in Creation Units; 3.01.03. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; 3.01.043.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it 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. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; 3.01.053.01.03. no existing Interest holder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at xxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to the Trust; 3.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition;; SEI – 273023 3.01.063.01.05. as of the close of business on the Effective Date, each Fund Trust that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act; 3.01.073.01.06. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations, the absence of which would be expected to have a materially adverse affect upon the Trust or a Fund; 3.01.083.01.07. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.08. if necessary, any shareholder approval of this Agreement has been obtained; 3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and

Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that: 3.01.01. it issues and offers shares of exchange traded funds that are registered under the 1940 Act as open-end investment companies and that issue and redeem their shares at their net asset value; 3.01.02. shares of each Fund are available for purchase and redeemable only by Authorized Participants and only in Creation Units; 3.01.03. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; 3.01.043.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it 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. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; SEI – 266179 3.01.03. no existing Interest holder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at hxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to the Fund; 3.01.053.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.063.01.05. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act; 3.01.073.01.06. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations, the absence of which would be expected to have a materially adverse affect upon the Trust or a Fund; 3.01.083.01.07. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.08. if necessary, any shareholder approval of this Agreement has been obtained; 3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and

Representations, Warranties and Covenants of the Trust. 3.01 The Trust represents and warrants that: 3.01.01. it issues and offers shares of exchange traded funds that are registered under the 1940 Act as open-end investment companies and that issue and redeem their shares at their net asset value; 3.01.02. shares of each Fund are available for purchase and redeemable only by Authorized Participants and only in Creation Units; 3.01.03. it has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite actions on its part, and no other proceedings on its part are necessary to approve this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly executed and delivered by it; this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; 3.01.043.01.02. it is not a party to any, and there are no, pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries (collectively, “Actions”) of any nature against it 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. There is no injunction, order, judgment, decree, or regulatory restriction imposed specifically upon it or any of its properties or assets; 3.01.053.01.03. no existing Interest holder is a designated national and/or blocked person as identified on the Office of Foreign Assets Control’s list maintained by the U.S. Department of Treasury (found at xxxx://xxx.xxxxx.xxx.xxxx) or any other relevant regulatory or law enforcement agencies, as applicable to the Fund; SEI – 266109 3.01.04. it is not in default under any contractual or statutory obligations whatsoever (including the payment of any tax) which, individually or in the aggregate, could materially and adversely affect, or is likely to materially and adversely affect, its business or financial condition; 3.01.063.01.05. as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized the issuance of an indefinite number of shares and has elected to register an indefinite number of shares in accordance with Rule 24f-2 under the 1940 Act; 3.01.073.01.06. it has obtained all consents and given all notices (regulatory or otherwise), made all required regulatory filings and is in compliance with all applicable laws and regulations, the absence of which would be expected to have a materially adverse affect upon the Trust or a Fund; 3.01.083.01.07. it has a valid engagement with an independent auditor, custodian and broker and will provide additional information regarding such service providers, including information regarding the terms of its agreement with such service providers, upon request; 3.01.08. if necessary, any shareholder approval of this Agreement has been obtained; 3.01.09. it has notified the Administrator of any and all separate agreements between the Trust and any third party that could impact the Administrator’s performance of its obligations pursuant to this Agreement; and