Exhibit (k)(7)
JOINT LIABILITY
INSURANCE AGREEMENT
AGREEMENT dated the 7th day
of February, 2018 between the Infinity Core Alternative Fund, The Relative Value Fund, Vivaldi Opportunities Fund, and the Infinity
Long/Short Equity Fund, LLC (collectively, the “Funds” and individually, a “Fund”).
WHEREAS, each Fund is a management investment
company registered under the Investment Company Act of 1940 (the “1940 Act”);
WHEREAS, each Fund is an affiliate of each
other Fund under the 1940 Act;
WHEREAS, Rule 17d-1(d)(7) under the
1940 Act permits arrangements regarding liability insurance policies between registered investment companies and their affiliates
provided certain conditions are met; and
WHEREAS, a majority of the Board of
Trustees, Directors or Managers of each Fund, as applicable, (each a “Board”) (including a majority of the trustees,
directors or managers who are not “interested persons” of each respective Fund as defined by Section 2(a)(19) of the
0000 Xxx) has given due consideration to all factors relevant to the form, amount and ratable allocation of premiums of the Investment
Company Directors & Officers and Professional Liability Policy (the “Policy”) and (i) has approved the terms and
amount of the Policy and the participation of each respective Fund in the Policy as being in the best interests of that Fund, and
(ii) has determined that the allocation of the premium for the Policy as set forth herein (which is based on information obtained
from the underwriters regarding each Fund’s proportionate share of the sum of the premiums that would have been paid if such
insurance coverage were purchased separately by the Funds) is fair and reasonable to the Fund.
NOW, THEREFORE in consideration of the
mutual covenants contained herein, the Funds hereby agree:
1. Joint
Policy. To insure the Funds and their respective managers, executives, officers and employees against their errors or omissions,
the Funds have obtained and maintain the Policy, pursuant to which they are each insured under the Policy.
2. Limits
of Liability. The limit of the Policy insurer’s (the “Insurer”) liability under the Policy shall not be less
than an amount approved by each Fund’s Board of Trustees.
3. Ratable
Allocation of Premium. So long as each Fund continues to operate as an investment company, each Fund agrees to pay its proportionate
share of the total premium due under the Policy, which share shall be determined based on each Fund’s proportionate share
of the sum of the premiums that would have been paid if such insurance coverage were purchased separately by the Funds.
4. Premium
Due Upon Liquidation of Fund or Departure from Program. In the event that a Fund (a) liquidates or (b) undertakes to remove
itself from the fund solutions program (currently known as “registered fund solutions”), then such Fund will be obligated
to pay an amount for tail coverage under the Policy in such amount as determined by the Boards or if the Boards determine that the Policy shall be terminated,
such Fund will be obligated to pay an amount equal to its pro rata share of the total cost to provide tail coverage under the Policy
to the Funds for six (6) years from the date of termination of the Policy.
5. Allocation
of Recoveries and Deductibles.
(i) The term "Loss" shall mean any
Loss (as such term or similar term is defined in the Policy) for which payment is made under the Policy by the Insurer on behalf
of the Funds, or their respective managers, executives, officers or employees, or for which payment would have been made by the
Insurer under the Policy if the limits of the Insurer's liability under the Policy had not been exceeded. The term "Recovery"
shall mean the aggregate amount paid by the Insurer on behalf of the Funds (or their respective managers, executives, officers
or employees) in respect of a Loss.
(ii) Subject to the next sentence, if a Fund
sustains a Loss as a result of one or more claims made during a single annual coverage period for which a Recovery is received
under the Policy, such Fund shall receive an amount equal to the actual Loss. If a Recovery is less than the amount required to
indemnify fully the Funds sustaining a related Loss, then the Recovery shall be allocated among the Funds which have not been fully
indemnified for their Losses in the same proportion as their premiums bear to one another.
(iii) In each case of Loss, the applicable
deductible under the Policy will be allocated among the Funds sustaining Losses in proportion to the relative share of Recovery
received by each Fund.
6. Claims
and Settlements. Each Fund shall file a copy of this Agreement with the Insurer as part of any claim under the Policy and shall,
at the time of making of any claim under the Policy, provide UMB Fund Services, Inc. (“UMBFS”) with written notice
of the amount and nature of such claim, and UMBFS will provide written notice to the other Funds. Each Fund shall provide to UMBFS
forthwith written notice of the terms of settlement of any claim made under the Policy, and UMBFS will provide written notice to
the other Funds.
7. Term.
This Agreement shall remain in effect as long as the Boards of each Fund (including a majority of the managers, directors or trustees,
as applicable, who are not “interested persons,” as defined by Section 2(a)(19) of the Act) makes the annual determinations
respecting the Policy required under Rule 17d-1(d)(7), and annually approves the renewal of the Policy.
8. Amendments.
This Agreement may be modified or amended only by a writing executed by all of the Funds.
9. Governing
Law. This Agreement shall be construed in accordance with the laws of the State of Delaware.
10. No
Assignment. This Agreement is not assignable.
11. Notices.
All notices and other communications hereunder shall be in writing and shall be addressed to the notified Fund as follows:
UMB Fund Services, Inc.
000 X. Xxxxxx Xx.
Xxxxxxxxx: General Counsel
Re: Infinity Core Alternative Fund, The Relative Value
Fund, Vivaldi Opportunities Fund and Infinity Long/Short Equity Fund, LLC
12. Counterparts.
This Agreement may be executed in any number of counterparts, each of which, when executed and delivered shall be deemed to be
an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties
hereto has duly executed this Agreement on the day and year first above written.
Infinity Core Alternative Fund
By: /s/ Xxxxxxx Peck_____________________________
Name: Xxxxxxx Xxxx
Title: President
The Relative Value Fund
By: /s/ Xxxxxxx Peck____________________________
Name: Xxxxxxx Xxxx
Title: President
Vivaldi Opportunities Fund
By: /s/ Xxxxxxx Peck____________________________
Name: Xxxxxxx Xxxx
Title: President
Infinity Long/Short Equity Fund, LLC
By: /s/ Xxxxxxx Vale___________________________
Name: Xxxxxxx Xxxx
Title: President