Common use of Representations and Deliveries Clause in Contracts

Representations and Deliveries. (a) The Trust represents that it is registered as an open-end management investment company under the 1940 Act and that it has and will continue to act in conformity with its Declaration of Trust, its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Services. (c) The Trust shall take or cause to be taken all necessary action to register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust hereunder. (d) The Trust agrees to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice of any stop order or other proceeding in any such state affecting such qualification or the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDS. (e) The Trust represents to UMBDS that all Registration Statements and Prospectuses of the Trust filed or to be filed with the Commission under the 1933 Act with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration Statement.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Sub-Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by a duly authorized person of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Sub-Administrator may reasonably request in order for Sub-Administrator to perform the Services hereunder. (b) The Trust represents that and warrants to Sub-Administrator that: (i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an opena closed-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and that it has will remain effective during such period as the Fund is offering Shares for sale in a public offering. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to act be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in conformity compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesthis Agreement. (c) The Trust shall take or use reasonable efforts to cause to be taken all necessary action to register the Trust’s officers and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated trustees, and shall pay all costs use reasonable efforts to cause the Trust’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and expenses other service providers and agents, past or present, to cooperate with Sub-Administrator and to provide Sub-Administrator with such information, documents and communications relating to the Funds and the Trust as necessary and/or appropriate or as reasonably requested by Sub-Administrator, in order to enable Sub-Administrator to perform the Services. In connection with the registration performance of Shares under the 1933 ActServices, Sub-Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Sub-Administrator by a representative of the Funds or by any of the aforementioned persons. Sub-Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Trust. Sub-Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until receipt of written notice thereof from the Trust. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus. Sub-Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Sub-Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or non-compliance which relates to the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, Trust. The Sub-Administrator shall provide the Trust will give prompt notice thereof with quarterly and annual certifications (on a calendar basis) with respect to UMBDSthe design and operational effectiveness of its compliance and procedures. (e) The Trust will notify Sub-Administrator of any discrepancy between Sub-Administrator and the Trust, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Sub-Administrator to the Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Trust agrees that it shall advise Sub-Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Sub-Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Sub-Administrator thereto. (g) Sub-Administrator represents and warrants to UMBDS that all Registration Statements the Trust that: (i) It is a corporation duly organized and Prospectuses existing under the laws of the Trust filed State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to be filed carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the Commission organizational or governance documents of Sub-Administrator or (b) any law applicable to Sub-Administrator. (iii) Sub-Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Sub-Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (h) The Sub-Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Sub-Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund. (i) The Sub-Administrator agrees to comply (and to the extent the Sub-Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Sub-Administrator assumes no responsibility for such compliance by a Fund. The Sub-Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act 1▇▇▇ ▇▇▇) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices provided.

Representations and Deliveries. (a) The Trust represents that it is registered as an open-end management investment company under Fund shall deliver or cause the 1940 Act and that it has and will continue following documents to act in conformity with its be delivered to Administrator: (i) A copy of the Declaration of TrustTrust and By-laws and all amendments thereto, its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws certified by a duly authorized person of the states Fund; (ii) Copies of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in which Shares are offered connection therewith; (iii) All other documents, records and sold, and information that Administrator may reasonably request in order for Administrator to perform the rules and regulations thereunderServices hereunder. (b) The Fund represents and warrants to Administrator that: (i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as a closed-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will publicly offer Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made by the Administrator with approval of the Fund before Shares are publicly offered in any jurisdiction and such filings will continue to be made by the Administrator with approval of the Fund, with respect to Shares of the Fund being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, at By-laws or any contract binding it or affecting its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesproperty which would prohibit its execution or performance of this Agreement. (c) The Trust Fund shall take or cause to be taken all necessary action to register the Fund’s officers and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated trustees, and shall pay all costs use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and expenses other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Fund or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be taken all requisite steps responsible for its own compliance with such statutes insofar as such statutes are applicable to qualify the Shares for sale in all states in which Services it has agreed to provide hereunder, and will promptly notify the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice Fund if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or non-compliance which relates to the sale Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSits compliance and procedures. (e) The Trust Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto, such consent shall not be unreasonably withheld. (g) Administrator represents and warrants to UMBDS that all Registration Statements the Fund that: (i) It is a corporation duly organized and Prospectuses existing under the laws of the Trust filed State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to be filed carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of Administrator or (b) any law applicable to Administrator. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, and at least annually, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (h) The Administrator shall act as liaison with the Commission Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund. (i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by the Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act ▇▇▇▇ ▇▇▇) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices provided.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iv) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents that and warrants to Administrator that: (i) It is a Statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and that it has will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to act be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in conformity compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesthis Agreement. (c) The Trust shall take cause the Trust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or cause present, to be taken all cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Trust as necessary action and/or appropriate or as requested by Administrator, in order to register and maintain enable Administrator to perform the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Trust. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until receipt of written notice thereof from the Trust. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material non-compliance which relates to the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, Trust. The Administrator shall provide the Trust will give prompt notice thereof with quarterly and annual certifications (on a calendar basis) with respect to UMBDSthe design and operational effectiveness of its compliance and procedures. (e) The Trust represents will notify Administrator of any discrepancy between Administrator and the Trust, including, but not limited to, failing to UMBDS that all Registration Statements and Prospectuses account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of the Trust filed or to be filed with the Commission under the 1933 Act with respect any reports rendered by Administrator to the Shares have been Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Trust agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and will be prepared in conformity with the requirements obligations of the 1933 Act, the 1940 ActAdministrator hereunder, and shall proceed with such change only if it shall have received the rules and regulations written consent of the Commission thereunder. The Trust Administrator thereto. (g) Administrator represents and warrants to UMBDS that any Registration Statement the Trust that: (i) It is a corporation duly organized and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with existing under the 1933 Act, the 1940 Act and the rules and regulations laws of the CommissionState of Wisconsin; that it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all information contained requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in the Registration Statement and Prospectus will be true and correct compliance in all material respects when such Registration Statement becomes effective; with all applicable laws and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to regulations, both state a material fact required to be stated therein or and federal, and has obtained all regulatory approvals necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents carry on its business as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Actnow conducted; (2) ensure that there is no untrue statement(sstatute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Administrator shall provide supplemental information concerning the aspects of a material fact in a Registration Statement or Prospectus; or its disaster recovery and business continuity plan that are relevant to the Services. (3iv) ensure that all statements necessary or required in order that there may be no omission to state a material fact Administrator shall exercise reasonable care in the Registration Statement or Prospectus which omission would make performance of the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices.

Representations and Deliveries. (a) The Trust represents that it is registered as an open-end management investment company under Fund shall deliver or cause the 1940 Act and that it has and will continue following documents to act in conformity with its be delivered to Administrator: (1) a copy of the Declaration of TrustTrust and By-laws and all amendments thereto, its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws certified by an Authorized Person; (2) copies of the states Fund’s Registration Statement, as of the Effective Date, together with any applications filed in which Shares are offered and soldconnection therewith; (3) all other documents, records, and information that Administrator may reasonably request in order for Administrator to perform the rules and regulations thereunderServices. (b) The Fund represents and warrants to Administrator that: (1) it is duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (2) it is duly registered as a closed-end investment company under the 1940 Act; (3) a Registration Statement under the 1933 Act will be effective before the Fund will issue Shares (and will remain effective during such period as the Fund is offering Shares for sale), and appropriate state securities laws filings will be made before Shares are issued in any jurisdiction (and such filings will continue to be made with respect to Shares being offered for sale); and (4) it is conducting its business in compliance in all material respects with all applicable laws and regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order, or judgment binding on it and no provision of its Declaration of Trust, at By-laws, or any contract binding it or affecting its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesproperty which would prohibit its execution or performance of this Agreement. (c) The Trust Fund shall take or cause to be taken all necessary action to register its officers and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated trustees (and shall pay all costs use its best efforts to cause its Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor, and expenses other service providers and agents, past and present) to cooperate with Administrator and to provide Administrator with such information, documents, and communications relating to the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and be responsible for is hereby instructed to, rely upon any and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying Instructions, communications, information, prices and other data or documents provided to Administrator by a representative of the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative, or employee of the Fund, Investment Adviser, Authorized Person, or service provider until receipt of written notice thereof from the Fund. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take the Fund (including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the policies and limitations of the Fund as set forth in the Prospectus). The Services do not relieve the Board or cause the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to be taken all requisite steps to qualify the Shares for sale in all states in which Services; (2) promptly notify the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice Fund if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material non-compliance which relates to the sale Fund; and (3) provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSits compliance and procedures. (e) The Trust Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of 3 Business Days after: (i) receipt of any reports rendered by Administrator to the Fund; (ii) discovery of any error or omission not covered in the balancing or control procedure; or (iii) receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund shall (1) advise Administrator in writing at least 30 days prior to affecting any change in the Prospectus which would increase or alter the duties and obligations of Administrator hereunder and (2) proceed with such change only if it has received the written consent of Administrator thereto (which consent shall not be unreasonably withheld). (g) Administrator represents and warrants to UMBDS the Fund that all Registration Statements it: (i) is a corporation duly organized and Prospectuses existing under the laws of the Trust filed State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement (and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement); (ii) is conducting its business in compliance in all material respects with all applicable laws and regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order, or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iii) shall (A) maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to be filed carry out its obligations under this Agreement and (B) provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services upon the Fund’s reasonable request; and (iv) has and will continue to have access to the necessary facilities, equipment, and personnel to perform its duties and obligations hereunder in accordance with industry standards. (h) Administrator shall: (i) act as liaison with the Commission Fund’s independent public accountants; (ii) provide account analyses, fiscal year summaries, and other audit-related schedules; and (iii) take all reasonable action in the performance of its duties hereunder to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund. (i) Administrator shall comply (and to the extent Administrator takes or is required to take action on behalf of a Fund hereunder, shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies, and procedures adopted by the Fund. Except as set forth in this Agreement, Administrator assumes no responsibility for such compliance by a Fund. Administrator shall maintain a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act 1940 Act) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices.

Representations and Deliveries. (a) The Trust Administrator represents that and warrants to UMBFS that: (i) It is a limited liability company duly organized and existing under the laws of the State of Delaware; it is registered empowered under applicable laws and by its operating agreements to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as an open-end management investment company under the 1940 Act now conducted; there is no statute, rule, regulation, order or judgment binding on it and that it has and will continue to act in conformity with no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunderthis Agreement. (b) The TrustAdministrator shall use reasonable efforts to cause the Fund’s officers and trustees, at and shall use its costreasonable efforts to cause the Fund’s Investment Adviser, shall legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to provide UMBDS UMBFS with such information, documents and communications relating to the Fund and the Administrator as necessary scriptsand/or appropriate or as reasonably requested by UMBFS, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide in order to enable UMBFS to perform the Services. The Trust shall provide UMBDS from time to time at In connection with the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide performance of the Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Administrator. (c) The Trust shall take or cause Board, the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to be taken all necessary action the Fund including but not limited to register (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and maintain the registration policies and limitations of the Shares under Fund relating to the 1933 Act portfolio investments as set forth in the Prospectus. UMBFS’s monitoring and other functions hereunder shall not relieve the Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for sale as herein contemplated and shall pay all costs and expenses in connection with assuring such compliance. Notwithstanding the registration of Shares under the 1933 Actforegoing, and UMBFS will be responsible for all expenses in connection its own compliance with maintaining facilities for such statutes insofar as such statutes are applicable to the issue Services it has agreed to provide hereunder, and transfer will promptly notify the Administrator if it becomes aware of Shares any non-compliance which relates to the Fund. UMBFS shall provide the Administrator with quarterly and for supplying information, prices annual certifications (on a calendar basis) with respect to the design and other data to be furnished by the Trust hereunderoperational effectiveness of its compliance and procedures. (d) The Trust Administrator agrees that it shall advise UMBFS in writing at least thirty (30) days prior to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice of affecting any stop order or other proceeding change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such state affecting such qualification or change only if it shall have received the sale written consent of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSUMBFS thereto. (e) The Trust Administrator will notify UMBFS of any discrepancy between UMBFS and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by UMBFS to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) UMBFS represents and warrants to UMBDS that all Registration Statements the Administrator that: (i) It is a corporation duly organized and Prospectuses existing under the laws of the Trust filed State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to be filed carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (h) UMBFS shall act as liaison with the Commission Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator. (i) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act ▇▇▇▇ ▇▇▇) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices provided.

Representations and Deliveries. (a) The Trust represents that it is registered as an open-end management investment company under Fund shall deliver or cause the 1940 Act following documents to be delivered to Administrator: (i) A copy of the LLC Agreement of the Fund and that it has and will continue to act in conformity with its Declaration all amendments thereto; (ii) Copies of Trust, its Bylaws, its the Fund’s Registration Statement together with any applications filed in connection therewith; (iii) All other documents, records and resolutions and other instructions of its Board and has and will continue information that Administrator may reasonably request in order for Administrator to comply with all applicable laws, rules and regulations including without limitation perform the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunderServices hereunder. (b) The Trust, at Fund represents and warrants to Administrator that: (i) It is a limited liability company duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its cost, shall provide UMBDS with the necessary scripts, instructions LLC Agreement to enter into and perform this Agreement; and all materials requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (including Prospectusesii) It shall be registered as a closed-end investment company under the 1940 Act. (iii) Appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, reportswith respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, article reprintsboth state and federal, stationery and envelopeshas obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted, each except where failure to do so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may would not reasonably be required concerning media schedulesexpected to have a material adverse effect on the Fund; there is no statute, anticipated call volume rule, regulation, order or judgment binding on it and other related information so as to facilitate preparation by UMBDS to provide the Servicesno provision of its LLC Agreement or any material contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (c) The Trust Fund shall take use its reasonable efforts to request that the Fund’s officers and directors, and shall use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or cause present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the performance of the Services, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be taken all necessary action genuine and to register have been signed or presented by the proper party. Any fees charged by the Fund’s legal counsel, independent accountants, administrator, fund accountant, Custodian or other service providers and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses agents in connection with the registration actions referenced in this Section 3(g) shall be an expense of Shares under the 1933 ActFund. Administrator shall not be held to have notice of any change of authority of any director, and be responsible for all expenses in connection with maintaining facilities for officer, agent, representative or employee of the issue and transfer Fund, Investment Adviser or service provider until receipt of Shares and for supplying information, prices and other data to be furnished by written notice thereof from the Trust hereunderFund. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause the Fund and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Offering Documents. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be taken all requisite steps responsible for its own compliance with such statutes insofar as such statutes are applicable to qualify the Shares for sale in all states in which Services it has agreed to provide hereunder, and will promptly notify the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice Fund if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or non-compliance which relates to the sale Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSits compliance and procedures. (e) The Trust Fund will notify Administrator upon becoming aware of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise Administrator in writing at least ten (10) days prior to affecting any change in any Offering Documents which would increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto, such consent not to be unreasonably withheld. (g) Administrator represents and warrants to UMBDS that the Fund that: (i) It is a corporation duly organized, validly existing and in good standing in its jurisdiction of organization; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all Registration Statements requisite proceedings have been taken to authorize it to enter into and Prospectuses perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the Trust filed organizational or governance documents of Administrator or (b) any law applicable to be filed Administrator. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (h) The Administrator shall act as liaison with the Commission Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund. (i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act 1▇▇▇ ▇▇▇) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices provided.

Representations and Deliveries. (a) The Trust Administrator represents that and warrants to UMBFS that: (i) It is a limited liability company duly organized and existing under the laws of the State of Delaware; it is registered empowered under applicable laws and by its operating agreements to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as an open-end management investment company under the 1940 Act now conducted; there is no statute, rule, regulation, order or judgment binding on it and that it has and will continue to act in conformity with no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunderthis Agreement. (b) The TrustAdministrator shall use reasonable efforts to cause the Fund’s officers and trustees, at and shall use its costreasonable efforts to cause the Fund’s Investment Adviser, shall legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or present, to cooperate with UMBFS and to provide UMBDS UMBFS with such information, documents and communications relating to the Fund and the Administrator as necessary scriptsand/or appropriate or as reasonably requested by UMBFS, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide in order to enable UMBFS to perform the Services. The Trust shall provide UMBDS from time to time at In connection with the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide performance of the Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Administrator or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of the Administrator. UMBFS shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Administrator. (c) The Trust shall take or cause Board, the Investment Adviser and the Administrator have and retain primary responsibility for all compliance matters relating to be taken all necessary action the Fund including but not limited to register (as applicable to the specific parties) compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and maintain the registration policies and limitations of the Shares under Fund relating to the 1933 Act portfolio investments as set forth in the Prospectus. UMBFS’s monitoring and other functions hereunder shall not relieve the Board, the Investment Adviser and the Administrator of their primary day-to-day responsibility for sale as herein contemplated and shall pay all costs and expenses in connection with assuring such compliance. Notwithstanding the registration of Shares under foregoing, the 1933 Act, and UMBFS will be responsible for all expenses in connection its own compliance with maintaining facilities for such statutes insofar as such statutes are applicable to the issue Services it has agreed to provide hereunder, and transfer will promptly notify the Administrator if it becomes aware of Shares any non-compliance which relates to the Fund. The UMBFS shall provide the Administrator with quarterly and for supplying information, prices annual certifications (on a calendar basis) with respect to the design and other data to be furnished by the Trust hereunderoperational effectiveness of its compliance and procedures. (d) The Trust Administrator agrees that it shall advise UMBFS in writing at least thirty (30) days prior to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice of affecting any stop order or other proceeding change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such state affecting such qualification or change only if it shall have received the sale written consent of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSUMBFS thereto. (e) The Trust UMBFS represents and warrants to UMBDS that all Registration Statements the Administrator that: (i) It is a corporation duly organized and Prospectuses existing under the laws of the Trust filed State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to be filed carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the organizational or governance documents of UMBFS or (b) any law applicable to UMBFS. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Administrator’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (f) UMBFS shall act as liaison with the Commission Fund’s independent public accountants, to the extent requested by the Administrator, and shall provide account analyses, fiscal year summaries, and other audit-related schedules. UMBFS shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Administrator. (g) UMBFS agrees to comply (and to the extent UMBFS takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, UMBFS assumes no responsibility for such compliance by the Fund. UMBFS shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act ▇▇▇▇ ▇▇▇) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices provided.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents that and warrants to Administrator that: (i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act is currently effective and that it has will remain effective, and appropriate state securities laws filings have been made and will continue to act be made, with respect to Shares of the Funds being offered for sale. A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in conformity any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesthis Agreement. (c) The Trust shall take cause the Trust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or cause present, to be taken all cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Trust as necessary action and/or appropriate or as requested by Administrator, in order to register and maintain enable Administrator to perform the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Trust. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until receipt of written notice thereof from the Trust. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material noncompliance which relates to the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, Trust. The Administrator shall provide the Trust will give prompt notice thereof with quarterly and annual certifications (on a calendar basis) with respect to UMBDSthe design and operational effectiveness of its compliance and procedures. (e) The Trust represents will notify Administrator of any discrepancy between Administrator and the Trust, including, but not limited to, failing to UMBDS that all Registration Statements and Prospectuses account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of the Trust filed or to be filed with the Commission under the 1933 Act with respect any reports rendered by Administrator to the Shares have been Trust; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Trust agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and will be prepared in conformity with the requirements obligations of the 1933 Act, the 1940 ActAdministrator hereunder, and shall proceed with such change only if it shall have received the rules and regulations written consent of the Commission thereunder. The Trust Administrator thereto. (g) Administrator represents and warrants to UMBDS that any Registration Statement the Trust that: (i) It is a corporation duly organized and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with existing under the 1933 Act, the 1940 Act and the rules and regulations laws of the CommissionState of Wisconsin; that it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all information contained requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in the Registration Statement and Prospectus will be true and correct compliance in all material respects when such Registration Statement becomes effective; with all applicable laws and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to regulations, both state a material fact required to be stated therein or and federal, and has obtained all regulatory approvals necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents carry on its business as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Actnow conducted; (2) ensure that there is no untrue statement(sstatute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Administrator shall provide supplemental information concerning the aspects of a material fact in a Registration Statement or Prospectus; or its disaster recovery and business continuity plan that are relevant to the Services. (3iv) ensure that all statements necessary or required in order that there may be no omission to state a material fact Administrator shall exercise reasonable care in the Registration Statement or Prospectus which omission would make performance of the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices.

Representations and Deliveries. (a) The Fund shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Fund; (ii) Copies of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Fund represents that and warrants to Administrator that: (i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an openclosed-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and that it has will remain effective during such period as the Fund is offering Shares for sale. Additionally, if applicable, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to act be made, with respect to Shares of the Fund being offered for sale. (iv) It will conduct its business in conformity compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesthis Agreement. (c) The Trust Fund shall take cause the Fund’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, underwriter and other service providers and agents, past or cause present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Fund as necessary and/or appropriate or as requested by Administrator, in order to enable Administrator to perform the Services. Fees charged by such persons shall be taken all necessary action to register and maintain the registration an expense of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in Fund. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Fund or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (d) The Trust agrees Fund has and retains primary responsibility for all compliance matters relating to take or cause the Fund including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, to the extent applicable to the Fund, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Fund of its primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be taken all requisite steps responsible for its own compliance with such statutes insofar as such statutes are applicable to qualify the Shares for sale in all states in which Services it has agreed to provide hereunder, and will promptly notify the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice Fund if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material non-compliance which relates to the sale Fund. Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSits compliance and procedures. (e) The Trust represents Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to UMBDS that all Registration Statements and Prospectuses account for a security position in the Fund’s portfolio, as soon as practicable, but no later than: (i) three (3) business days after receipt of the Trust filed or to be filed with the Commission under the 1933 Act with respect any reports rendered by Administrator to the Shares have been Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and will be prepared in conformity with the requirements obligations of the 1933 Act, the 1940 ActAdministrator hereunder, and shall proceed with such change only if it shall have received the rules and regulations written consent of the Commission thereunder. The Trust Administrator thereto. (g) Administrator represents and warrants to UMBDS that any Registration Statement the Fund that: (i) It is a corporation duly organized and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with existing under the 1933 Act, the 1940 Act and the rules and regulations laws of the CommissionState of Wisconsin; that it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all information contained requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in the Registration Statement and Prospectus will be true and correct compliance in all material respects when such Registration Statement becomes effective; with all applicable laws and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to regulations, both state a material fact required to be stated therein or and federal, and has obtained all regulatory approvals necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents carry on its business as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Actnow conducted; (2) ensure that there is no untrue statement(sstatute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of a material fact in a Registration Statement or Prospectus; or its disaster recovery and business continuity plan that are relevant to the Services. (3iv) ensure that all statements necessary or required in order that there may be no omission to state a material fact Administrator shall exercise reasonable care in the Registration Statement or Prospectus which omission would make performance of the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; and (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents that and warrants to Administrator that: (i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and that it has will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to act be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in conformity compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesthis Agreement. (c) The Trust shall take cause the Trust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or cause present, to be taken all cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Trust as necessary action and/or appropriate or as requested by Administrator, in order to register and maintain enable Administrator to perform the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Trust. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until receipt of written notice thereof from the Trust. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material non-compliance which relates to the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, Trust. The Administrator shall provide the Trust will give prompt notice thereof with quarterly and annual certifications (on a calendar basis) with respect to UMBDSthe design and operational effectiveness of its compliance and procedures. (e) The Trust represents agrees that it shall advise Administrator in writing at least thirty (30) days prior to UMBDS that all Registration Statements affecting any change in any Prospectus which would increase or alter the duties and Prospectuses obligations of the Trust filed or to be filed with the Commission under the 1933 Act with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 ActAdministrator hereunder, and shall proceed with such change only if it shall have received the rules and regulations written consent of the Commission thereunder. The Trust Administrator thereto. (f) Administrator represents and warrants to UMBDS that any Registration Statement the Trust that: (i) It is a corporation duly organized and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with existing under the 1933 Act, the 1940 Act and the rules and regulations laws of the CommissionState of Wisconsin; that it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all information contained requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in the Registration Statement and Prospectus will be true and correct compliance in all material respects when such Registration Statement becomes effective; with all applicable laws and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to regulations, both state a material fact required to be stated therein or and federal, and has obtained all regulatory approvals necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents carry on its business as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Actnow conducted; (2) ensure that there is no untrue statement(sstatute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Administrator shall provide supplemental information concerning the aspects of a material fact in a Registration Statement or Prospectus; or its disaster recovery and business continuity plan that are relevant to the Services. (3iv) ensure that all statements necessary or required in order that there may be no omission to state a material fact Administrator shall exercise reasonable care in the Registration Statement or Prospectus which omission would make performance of the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents that and warrants to Administrator that: (i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and that it has will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to act be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in conformity compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesthis Agreement. (c) The Trust shall take cause the Trust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, fund accountant, custodian, distributor and other service providers and agents, past or cause present, to be taken all cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Trust as necessary action and/or appropriate or as requested by Administrator, in order to register and maintain enable Administrator to perform the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Trust. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until receipt of written notice thereof from the Trust. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material non-compliance which relates to the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, Trust. The Administrator shall provide the Trust will give prompt notice thereof with quarterly and annual certifications (on a calendar basis) with respect to UMBDSthe design and operational effectiveness of its compliance and procedures. (e) The Trust represents agrees that it shall advise Administrator in writing at least thirty (30) days prior to UMBDS that all Registration Statements affecting any change in any Prospectus which would increase or alter the duties and Prospectuses obligations of the Trust filed or to be filed with the Commission under the 1933 Act with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 ActAdministrator hereunder, and shall proceed with such change only if it shall have received the rules and regulations written consent of the Commission thereunder. The Trust Administrator thereto. (f) Administrator represents and warrants to UMBDS that any Registration Statement the Trust that: (i) It is a corporation duly organized and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with existing under the 1933 Act, the 1940 Act and the rules and regulations laws of the CommissionState of Wisconsin; that it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all information contained requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in the Registration Statement and Prospectus will be true and correct compliance in all material respects when such Registration Statement becomes effective; with all applicable laws and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to regulations, both state a material fact required to be stated therein or and federal, and has obtained all regulatory approvals necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents carry on its business as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Actnow conducted; (2) ensure that there is no untrue statement(sstatute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Administrator shall provide supplemental information concerning the aspects of a material fact in a Registration Statement or Prospectus; or its disaster recovery and business continuity plan that are relevant to the Services. (3iv) ensure that all statements necessary or required in order that there may be no omission to state a material fact Administrator shall exercise reasonable care in the Registration Statement or Prospectus which omission would make performance of the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents that and warrants to Administrator that: (i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and that it has will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to act be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in conformity compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesthis Agreement. (c) The Trust shall take cause the Trust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, fund accountant, custodian, distributor and other service providers and agents, past or cause present, to be taken all cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Trust as necessary action and/or appropriate or as requested by Administrator, in order to register and maintain enable Administrator to perform the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Trust. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until receipt of written notice thereof from the Trust. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material non-compliance which relates to the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, Trust. The Administrator shall provide the Trust will give prompt notice thereof with quarterly and annual certifications (on a calendar basis) with respect to UMBDSthe design and operational effectiveness of its compliance and procedures. (e) The Trust represents agrees that it shall advise Administrator in writing at least thirty (30) days prior to UMBDS that all Registration Statements affecting any change in any Prospectus which would increase or alter the duties and Prospectuses obligations of the Trust filed or to be filed with the Commission under the 1933 Act with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 ActAdministrator hereunder, and shall proceed with such change only if it shall have received the rules and regulations written consent of the Commission thereunder. The Trust Administrator thereto. (f) Administrator represents and warrants to UMBDS that any Registration Statement the Trust that: (i) It is a corporation duly organized and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with existing under the 1933 Act, the 1940 Act and the rules and regulations laws of the CommissionState of Wisconsin; that it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all information contained requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in the Registration Statement and Prospectus will be true and correct compliance in all material respects when such Registration Statement becomes effective; with all applicable laws and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to regulations, both state a material fact required to be stated therein or and federal, and has obtained all regulatory approvals necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents carry on its business as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Actnow conducted; (2) ensure that there is no untrue statement(sstatute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Administrator shall provide supplemental information concerning the aspects of a material fact in a Registration Statement or Prospectus; or its disaster recovery and business continuity plan that are relevant to the Services. (3iv) ensure that all statements necessary or required in order that there may be no omission to state a material fact Administrator shall exercise reasonable care in the Registration Statement or Prospectus which omission would make performance of the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices.

Representations and Deliveries. (a) The Trust represents that it is registered as an open-end management investment company under Fund shall deliver or cause the 1940 Act and that it has and will continue following documents to act in conformity with its Declaration of Trust, its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue be delivered to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws Administrator: (i) A copy of the states Articles of Incorporation and By-laws and all amendments thereto, certified by a duly authorized person of the Fund; (ii) Copies of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in which Shares are offered connection therewith; (iii) All other documents, records and sold, and information that Administrator may reasonably request in order for Administrator to perform the rules and regulations thereunderServices hereunder. (b) The Trust, at Fund represents and warrants to Administrator that: (i) It is a corporation duly organized and existing under the laws of the State of Texas; it is empowered under applicable laws and by its cost, shall provide UMBDS with the necessary scripts, instructions Articles of Incorporation and By-laws to enter into and perform this Agreement; and all materials requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (including Prospectusesii) It is duly registered as a closed-end investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act is effective and will remain effective during such period as the Fund is offering Shares for sale. Additionally, reportsappropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, article reprintswith respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, stationery both state and envelopesfederal, and has obtained (or will timely obtain) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time all regulatory approvals necessary to time at the earliest practicable date with such details carry on its business as may reasonably be required concerning media schedulesnow conducted; there is no statute, anticipated call volume rule, regulation, order or judgment binding on it and other related information so as to facilitate preparation by UMBDS to provide the Servicesno provision of its Articles of Incorporation, By-laws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (c) The Trust Fund shall take or cause to be taken all necessary action to register the Fund’s officers and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated directors, and shall pay all costs use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and expenses other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any Board member, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until delivery of written notice thereof from the Fund. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause the Fund and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be taken all requisite steps responsible for its own compliance with such statutes insofar as such statutes are applicable to qualify the Shares for sale in all states in which Services it has agreed to provide hereunder, and will promptly notify the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice Fund if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or non-compliance which relates to the sale Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSits compliance and procedures. (e) The Trust Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto. (g) Administrator represents and warrants to UMBDS that all Registration Statements the Fund that: (i) It is a corporation duly organized and Prospectuses existing under the laws of the Trust filed State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to be filed carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the Commission organizational or governance documents of Administrator or (b) any law applicable to Administrator. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund. (i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act 1▇▇▇ ▇▇▇) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices provided.

Representations and Deliveries. (a) The Trust represents that it is registered as an open-end management investment company under Fund shall deliver or cause the 1940 Act and that it has and will continue following documents to act in conformity with its be delivered to Administrator: (i) a copy of the Declaration of TrustTrust and By-laws and all amendments thereto, its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws certified by a duly authorized person of the states Fund; (ii) copies of the Fund’s Registration Statement, as of the Effective Date, together with any applications filed in which Shares are offered and soldconnection therewith; (iii) all other documents, records, and information that Administrator may reasonably request in order for Administrator to perform the rules and regulations thereunderServices. (b) The Fund represents and warrants to Administrator that: (i) it is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (ii) it will be registered as a closed-end investment company under the 1940 Act; (iii) a Registration Statement under the 1933 Act will be effective before the Fund will issue Shares in a public offering (and will remain effective during such period as the Fund is offering Shares for sale in a public offering), and appropriate state securities laws filings will be made before Shares are issued in any jurisdiction (and such filings will continue to be made) with respect to Shares of the Fund being offered for sale; and (iv) it will conduct its business in compliance in all material respects with all applicable laws and regulations (both state and federal) and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order, or judgment binding on it and no provision of its Declaration of Trust, at By-laws, or any contract binding it or affecting its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesproperty which would prohibit its execution or performance of this Agreement. (c) The Trust Fund shall take or cause to be taken all necessary action to register its officers and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated trustees (and shall pay all costs use its best efforts to cause its Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor, and expenses other service providers and agents, past and present) to cooperate with Administrator and to provide Administrator with such information, documents, and communications relating to the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and be responsible for is hereby instructed to, rely upon any and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying Instructions, communications, information, prices and other data or documents provided to Administrator by a representative of the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative, or employee of the Fund, Investment Adviser, or service provider until receipt of written notice thereof from the Fund. (d) The Trust agrees Board and Investment Adviser have and retain primary responsibility for all compliance matters relating to take the Fund (including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the USA PATRIOT Act of 2001, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus). Administrator’s monitoring and other functions hereunder shall not relieve the Board or cause Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to be taken all requisite steps to qualify the Shares for sale in all states in which Services and will promptly notify the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice Fund if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or non-compliance which relates to the sale Fund. Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSits compliance and procedures. (e) The Trust Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of three (3) business days after: (i) receipt of any reports rendered by Administrator to the Fund; (ii) discovery of any error or omission not covered in the balancing or control procedure; or (iii) receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Administrator hereunder and shall proceed with such change only if it shall have received the written consent of Administrator thereto, which consent shall not unreasonably be withheld, conditioned or delayed. (g) Administrator represents and warrants to UMBDS the Fund that all Registration Statements it: (i) is a corporation duly organized and Prospectuses existing under the laws of the Trust filed State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (ii) is conducting its business in compliance in all material respects with all applicable laws and regulations (both state and federal) and has obtained (or will timely obtain) all regulatory approvals necessary to be filed carry on its business as now conducted; there is no statute, rule, regulation, order, or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement, and its execution, delivery, or performance of this Agreement will not conflict with or violate any (A) provision of its organizational or governance documents or (B) law applicable to it; (iii) shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement, including commercially reasonable cybersecurity systems, policies and procedures designed to prevent the unauthorized or inadvertent disclosure of Fund information. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its cybersecurity systems, policies and procedures and disaster recovery and business continuity plan that are relevant to the Services; and (iv) has and will continue to have access to the necessary facilities, equipment, and personnel to perform its duties and obligations hereunder in accordance with industry standards. (h) Administrator shall: (i) act as liaison with the Commission Fund’s independent public accountants; (ii) provide account analyses, fiscal year summaries, and other audit-related schedules; and (iii) take all reasonable action in the performance of its duties hereunder to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund. (i) Administrator shall comply (and to the extent Administrator takes or is required to take action on behalf of a Fund hereunder, shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies, and procedures adopted by the Fund. Except as set forth in this Agreement, Administrator assumes no responsibility for such compliance by a Fund. Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act 1940 Act) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices.

Representations and Deliveries. (a) The Trust shall deliver or cause the following documents to be delivered to Administrator: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; and (iii) All other documents, records and information that Administrator may reasonably request in order for Administrator to perform the Services hereunder. (b) The Trust represents that and warrants to Administrator that: (i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is duly registered as an open-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act will be effective before the Fund will issue Shares and that it has will remain effective during such period as the Fund is offering Shares for sale. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to act be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in conformity compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylaws, property which would prohibit its Registration Statement and resolutions and other instructions execution or performance of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesthis Agreement. (c) The Trust shall take cause the Trust’s officers, trustees, Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and other service providers and agents, past or cause present, to be taken all cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Trust as necessary action and/or appropriate or as reasonably requested by Administrator, in order to register and maintain enable Administrator to perform the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be reasonably entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Trust. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Trust, Investment Adviser or service provider until receipt of written notice thereof from the Trust. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause to be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify the Trust if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material non-compliance which relates to the sale of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, Trust. The Administrator shall provide the Trust will give prompt notice thereof and/or its chief compliance officer with quarterly and annual certifications (on a calendar basis) with respect to UMBDSthe design and operational effectiveness of its compliance and procedures. (e) The Trust represents agrees that it shall advise Administrator in writing at least thirty (30) days prior to UMBDS that all Registration Statements effecting any change in any Prospectus which would increase or alter the duties and Prospectuses obligations of the Trust filed or to be filed with the Commission under the 1933 Act with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 ActAdministrator hereunder, and shall proceed with such change only if it shall have received the rules and regulations written consent of the Commission thereunder. The Trust Administrator thereto, which consent shall not be unreasonably withheld. (f) Administrator represents and warrants to UMBDS that any Registration Statement the Trust that: (i) It is a corporation duly organized and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with existing under the 1933 Act, the 1940 Act and the rules and regulations laws of the CommissionState of Wisconsin; that it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all information contained requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in the Registration Statement and Prospectus will be true and correct compliance in all material respects when such Registration Statement becomes effective; with all applicable laws and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to regulations, both state a material fact required to be stated therein or and federal, and has obtained all regulatory approvals necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents carry on its business as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Actnow conducted; (2) ensure that there is no untrue statement(sstatute, rule regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, Administrator shall provide supplemental information concerning the aspects of a material fact in a Registration Statement or Prospectus; or its disaster recovery and business continuity plan that are relevant to the Services. (3iv) ensure that all statements necessary or required in order that there may be no omission to state a material fact Administrator shall exercise reasonable care in the Registration Statement or Prospectus which omission would make performance of the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices.

Representations and Deliveries. (a) The Trust represents that it is registered as an open-end management investment company under Fund shall deliver or cause the 1940 Act and that it has and will continue following documents to act in conformity with its be delivered to Administrator: (1) a copy of the Declaration of TrustTrust and By-laws and all amendments thereto, its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws certified by an Authorized Person; (2) copies of the states Fund’s Registration Statement, as of the Effective Date, together with any applications filed in which Shares are offered and soldconnection therewith; (3) all other documents, records, and information that Administrator may reasonably request in order for Administrator to perform the rules and regulations thereunderServices. (b) The Fund represents and warrants to Administrator that: (1) it is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (2) it is duly registered as a closed-end investment company under the 1940 Act; (3) a Registration Statement under the 1933 and/or 1940 Act, as required, will be effective before the Fund will issue Shares (and will remain effective during such period as the Fund is offering Shares for sale), and appropriate state securities laws filings will be made before Shares are issued in any jurisdiction (and such filings will continue to be made with respect to Shares being offered for sale); and (4) it is conducting its business in compliance in all material respects with all applicable laws and regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order, or judgment binding on it and no provision of its Declaration of Trust, at By-laws, or any contract binding it or affecting its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesproperty which would prohibit its execution or performance of this Agreement. (c) The Trust Fund shall take or cause to be taken all necessary action to register its officers and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated trustees (and shall pay all costs use its best efforts to cause its Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor, and expenses other service providers and agents, past and present) to cooperate with Administrator and to provide Administrator with such information, documents, and communications relating to the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and be responsible for is hereby instructed to, rely upon any and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying Instructions, communications, information, prices and other data or documents provided to Administrator by a representative of the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative, or employee of the Fund, Investment Adviser, Authorized Person, or service provider until receipt of written notice thereof from the Fund. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take the Fund (including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the policies and limitations of the Fund as set forth in the Prospectus). The Services do not relieve the Board or cause the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to be taken all requisite steps to qualify the Shares for sale in all states in which Services; (2) promptly notify the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice Fund if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material non-compliance which relates to the sale Fund; and (3) provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSits compliance and procedures. (e) The Trust represents to UMBDS that all Registration Statements and Prospectuses Fund will notify Administrator of the Trust filed or to be filed with the Commission under the 1933 Act with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, any discrepancy between Administrator and the rules and regulations of the Commission thereunder. The Trust represents and warrants Fund, including, but not limited to, failing to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of account for a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact security position in a Registration Statement or Prospectus; or Fund’s portfolio, upon the later to occur of three (3) ensure that all statements necessary Business Days after: (i) receipt of any reports rendered by Administrator to the Fund; (ii) discovery of any error or required in order that there may be no omission to state a material fact not covered in the Registration Statement balancing or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration Statement.control procedure; or

Representations and Deliveries. (a) GCCM shall deliver or cause the following documents to be delivered to UMBFS: (i) A copy of the Declaration of Trust and By-laws and all amendments thereto, certified by the Secretary of the Trust; (ii) Copies of the Trust’s Registration Statement, as of the date of this Agreement, together with any applications filed in connection therewith; (iii) All other documents, records and information that UMBFS may reasonably request in order for UMBFS to perform the Services hereunder. (b) GCCM represents and warrants to UMBFS that: (i) The Trust represents that it is a business trust duly organized and existing under the laws of the State of Massachusetts. (ii) The Trust is duly registered as an open-end management investment company under the 1940 Act. (iii) A Registration Statement under the 1933 Act is currently effective and that it has will remain effective, and appropriate state securities laws filings have been made and will continue to act be made, with respect to Shares of the Funds being offered for sale. (iv) GCCM and the Trust will conduct its business in conformity compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained or will timely obtain all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and no provision of its Declaration of Trust, By-laws or any contract binding it or affecting its Bylawsproperty which would prohibit its execution or performance of this Agreement. (c) GCCM shall cause the Trust’s officers, its Registration Statement and resolutions trustees, sub-advisers, legal counsel, independent accountants, transfer agent, custodian, distributor and other instructions service providers and agents, past or present, to cooperate with UMBFS and to provide UMBFS with such information, documents and communications relating to the Funds and the Trust as necessary and/or appropriate or as requested by UMBFS, in order to enable UMBFS to perform the Services. In connection with the performance of the Services, UMBFS shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to UMBFS by a representative of the Funds or by any of the aforementioned persons. UMBFS shall be entitled to rely on any document that it reasonably believes to be genuine and to have been signed or presented by the proper party. Fees charged by such persons shall be an expense of GCCM. UMBFS shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of GCCM, the Trust, a sub-adviser or service provider until receipt of written notice thereof from GCCM. (d) The Board and GCCM have and retain primary responsibility for all compliance matters relating to the Trust and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of each Fund relating to the portfolio investments as set forth in the Prospectus. UMBFS’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the UMBFS will be responsible for its own compliance with such statutes insofar as such statutes are applicable to the Services it has agreed to provide hereunder, and will promptly notify GCCM if it becomes aware of any material non-compliance which relates to the Trust. UMBFS shall provide GCCM with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of its Board compliance and procedures. (e) GCCM will notify UMBFS of any discrepancy between UMBFS and GCCM, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by UMBFS to GCCM; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) GCCM agrees that it shall advise UMBFS in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of UMBFS hereunder, and shall proceed with such change only if it shall have received the written consent of UMBFS thereto. (g) UMBFS represents and warrants to GCCM that: (i) It is a corporation duly organized and existing under the laws of the State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule regulation, order or judgment binding on it and will continue no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (iii) UMBFS shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon GCCM’s reasonable request, UMBFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services. (iv) UMBFS shall exercise reasonable care in the performance of the Services. (h) UMBFS undertakes to comply with all any applicable laws, rules and regulations including without limitation of government authorities having jurisdiction with respect to the 1933 Act, the 1934 Act, the 1940 Act, the laws of the states in which Shares are offered and sold, and the rules and regulations thereunder. (b) The Trust, at its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation Services performed by UMBDS to provide the Services. (c) The Trust shall take or cause to be taken all necessary action to register and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated and shall pay all costs and expenses in connection with the registration of Shares under the 1933 Act, and be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data to be furnished by the Trust UMBFS hereunder. (di) The Trust agrees to take or cause to Annually, and as may otherwise be taken all requisite steps to qualify the Shares for sale in all states in which the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice of any stop order or other proceeding in any such state affecting such qualification reasonably requested by GCCM or the sale of SharesTrust, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDS. (e) The Trust represents to UMBDS that all Registration Statements and Prospectuses of the Trust filed or to be filed with the Commission under the 1933 Act UMBFS shall deliver a written report prepared by UMBFS’s independent registered public accounting firm with respect to the Shares have been and fund accounting Services provided by UMBFS under this Agreement. (k) UMBFS will be prepared maintain insurance at all times during the term of this Agreement in conformity a commercially reasonable amount sufficient to cover its obligations under this Agreement. Unless prohibited by law, legal process or to maintain the attorney/client privilege, UMBFS will promptly notify GCCM of any claims against it with respect to the requirements of the 1933 Act, the 1940 ActServices performed under this Agreement, and the rules and regulations of the Commission thereunderwhether or not they may be covered by insurance. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust UMBFS agrees to file from time annually provide GCCM with summaries of its applicable insurance coverage upon request. (l) Upon the occurrence of any event which causes or may cause any loss, damage or expense to time such amendments, supplements, reports and other documents as may be necessary the Trust or required in order to: a Fund (1i) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust UMBFS shall promptly notify UMBDS GCCM of the occurrence of such event and (ii) UMBFS shall, and shall use its best efforts to cause any advice given applicable sub-contractor or other agent to, use all commercially reasonable efforts and take all reasonable steps under the circumstances, to it by counsel mitigate the effects of such event and to avoid continuing harm to the Trust regarding and the necessity or advisability of amending or supplementing the Registration StatementFunds.

Representations and Deliveries. (a) The Trust represents that it is registered as an open-end management investment company under Fund shall deliver or cause the 1940 Act and that it has and will continue following documents to act in conformity with its be delivered to Administrator: (1) a copy of the Declaration of TrustTrust and By-laws and all amendments thereto, its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws certified by an Authorized Person; (2) copies of the states Fund’s Registration Statement, as of the Effective Date, together with any applications filed in which Shares are offered and soldconnection therewith; (3) all other documents, records, and information that Administrator may reasonably request in order for Administrator to perform the rules and regulations thereunderServices. (b) The Fund represents and warrants to Administrator that: (1) it is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (2) it is duly registered as a closed-end investment company under the 1940 Act; (3) a Registration Statement under the 1933 and/or 1940 Act, as required, will be effective before the Fund will issue Shares (and will remain effective during such period as the Fund is offering Shares for sale), and appropriate state securities laws filings will be made before Shares are issued in any jurisdiction (and such filings will continue to be made with respect to Shares being offered for sale); and (4) it is conducting its business in compliance in all material respects with all applicable laws and regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order, or judgment binding on it and no provision of its Declaration of Trust, at By-laws, or any contract binding it or affecting its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesproperty which would prohibit its execution or performance of this Agreement. (c) The Trust Fund shall take or cause to be taken all necessary action to register its officers and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated trustees (and shall pay all costs use its best efforts to cause its Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor, and expenses other service providers and agents, past and present) to cooperate with Administrator and to provide Administrator with such information, documents, and communications relating to the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and be responsible for is hereby instructed to, rely upon any and all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying Instructions, communications, information, prices and other data or documents provided to Administrator by a representative of the Fund or by any of the aforementioned persons. Administrator shall be entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative, or employee of the Fund, Investment Adviser, Authorized Person, or service provider until receipt of written notice thereof from the Fund. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take the Fund (including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the policies and limitations of the Fund as set forth in the Prospectus). The Services do not relieve the Board or cause the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, Administrator will: (1) be responsible for its own compliance with such statutes insofar as such statutes are applicable to be taken all requisite steps to qualify the Shares for sale in all states in which Services; (2) promptly notify the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice Fund if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or material non-compliance which relates to the sale Fund; and (3) provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSits compliance and procedures. (e) The Trust Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of three (3) Business Days after: (i) receipt of any reports rendered by Administrator to the Fund; (ii) discovery of any error or omission not covered in the balancing or control procedure; or (iii) receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund shall (1) advise Administrator in writing at least thirty (30) days prior to affecting any change in the Prospectus which would increase or alter the duties and obligations of Administrator hereunder and (2) proceed with such change only if it has received the written consent of Administrator thereto (which consent shall not be unreasonably withheld). (g) Administrator represents and warrants to UMBDS the Fund that all Registration Statements it: (i) is a corporation duly organized and Prospectuses existing under the laws of the Trust filed State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement (and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement); (ii) is conducting its business in compliance in all material respects with all applicable laws and regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; and there is no statute, rule, regulation, order, or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; (iii) shall (A) maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to be filed carry out its obligations under this Agreement and (B) provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services upon the Fund’s reasonable request; and (iv) has and will continue to have access to the necessary facilities, equipment, and personnel to perform its duties and obligations hereunder in accordance with industry standards. (h) Administrator shall: (i) act as liaison with the Commission Fund’s independent public accountants; (ii) provide account analyses, fiscal year summaries, and other audit-related schedules; and (iii) take all reasonable action in the performance of its duties hereunder to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund. (i) Administrator shall comply (and to the extent Administrator takes or is required to take action on behalf of a Fund hereunder, shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies, and procedures adopted by the Fund. Except as set forth in this Agreement, Administrator assumes no responsibility for such compliance by a Fund. Administrator shall maintain a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act 1940 Act) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices provided.

Representations and Deliveries. (a) The Trust represents that it is registered as an open-end management investment company under Fund shall deliver or cause the 1940 Act and that it has and will continue following documents to act in conformity with its be delivered to Administrator: (i) A copy of the Declaration of TrustTrust and By-laws and all amendments thereto, its Bylaws, its Registration Statement and resolutions and other instructions of its Board and has and will continue to comply with all applicable laws, rules and regulations including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the laws certified by a duly authorized person of the states Fund; (ii) Copies of the Fund’s Registration Statement, as of the date of this Agreement, together with any applications filed in which Shares are offered connection therewith; (iii) All other documents, records and sold, and information that Administrator may reasonably request in order for Administrator to perform the rules and regulations thereunderServices hereunder. (b) The Fund represents and warrants to Administrator that: (i) It is a statutory trust duly organized and existing under the laws of the State of Delaware; it is empowered under applicable laws and by its Declaration of Trust and By-laws to enter into and perform this Agreement; and all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is an externally managed, closed-end, non-diversified management investment company treated as a BDC under the 1940 Act. (iii) A Registration Statement on Form 10 under the 1934 Act will be filed with the SEC before the Fund will issue Shares. Additionally, appropriate state securities laws filings will be made before Shares are issued in any jurisdiction and such filings will continue to be made, with respect to Shares of the Funds being offered for sale. (iv) It will conduct its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its Declaration of Trust, at By-laws or any contract binding it or affecting its cost, shall provide UMBDS with the necessary scripts, instructions and all materials (including Prospectuses, reports, article reprints, stationery and envelopes) so that UMBDS may provide the Services. The Trust shall provide UMBDS from time to time at the earliest practicable date with such details as may reasonably be required concerning media schedules, anticipated call volume and other related information so as to facilitate preparation by UMBDS to provide the Servicesproperty which would prohibit its execution or performance of this Agreement. (c) The Trust Fund shall take or cause to be taken all necessary action to register the Fund’s officers and maintain the registration of the Shares under the 1933 Act for sale as herein contemplated trustees, and shall pay all costs use its best efforts to cause the Fund’s Investment Adviser, legal counsel, independent accountants, transfer agent, custodian, distributor and expenses other service providers and agents, past or present, to cooperate with Administrator and to provide Administrator with such information, documents and communications relating to the Funds and the Fund as necessary and/or appropriate or as reasonably requested by Administrator, in order to enable Administrator to perform the Services. In connection with the registration performance of Shares under the 1933 ActServices, Administrator shall (without investigation or verification) be entitled and is hereby instructed to, rely upon any and all Instructions, communications, information or documents provided to Administrator by a representative of the Funds or by any of the aforementioned persons. Administrator shall be responsible for all expenses in connection with maintaining facilities for the issue and transfer of Shares and for supplying information, prices and other data entitled to rely on any document that it reasonably believes to be furnished genuine and to have been signed or presented by the Trust hereunderproper party. Fees charged by such persons shall be an expense of the Fund. Administrator shall not be held to have notice of any change of authority of any trustee, officer, agent, representative or employee of the Fund, Investment Adviser or service provider until receipt of written notice thereof from the Fund. (d) The Trust agrees Board and the Investment Adviser have and retain primary responsibility for all compliance matters relating to take or cause the Fund and the Funds including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, as amended, the USA PATRIOT Act of 2001, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the policies and limitations of the Fund relating to the portfolio investments as set forth in the Prospectus. Administrator’s monitoring and other functions hereunder shall not relieve the Board and the Investment Adviser of their primary day-to-day responsibility for assuring such compliance. Notwithstanding the foregoing, the Administrator will be taken all requisite steps responsible for its own compliance with such statutes insofar as such statutes are applicable to qualify the Shares for sale in all states in which Services it has agreed to provide hereunder, and will promptly notify the Shares shall at the time be offered for sale and require qualification. If the Trust receives notice Fund if it becomes aware of any stop order or other proceeding in any such state affecting such qualification or non-compliance which relates to the sale Fund. The Administrator shall provide the Fund with quarterly and annual certifications (on a calendar basis) with respect to the design and operational effectiveness of Shares, or of any stop order or other proceeding under the federal securities laws affecting the sale of Shares, the Trust will give prompt notice thereof to UMBDSits compliance and procedures. (e) The Trust Fund will notify Administrator of any discrepancy between Administrator and the Fund, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three (3) business days after receipt of any reports rendered by Administrator to the Fund; (ii) three (3) business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three (3) business days after receiving notice from any Shareholder regarding any such discrepancy. (f) The Fund agrees that it shall advise Administrator in writing at least thirty (30) days prior to affecting any change in any Prospectus which would increase or alter the duties and obligations of Administrator hereunder, and shall proceed with such change only if it shall have received the written consent of Administrator thereto. (g) Administrator represents and warrants to UMBDS that all Registration Statements the Fund that: (i) It is a corporation duly organized and Prospectuses existing under the laws of the Trust filed State of Wisconsin; it is empowered under applicable law and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; and all requisite proceedings have been taken to authorize it to enter into and perform this Agreement. (ii) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory approvals necessary to be filed carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its operating documents or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. Its execution, delivery or performance of this Agreement will not conflict with or violate (a) any provision of the Commission organizational or governance documents of Administrator or (b) any law applicable to Administrator. (iii) Administrator shall maintain a disaster recovery and business continuity plan and adequate and reliable computer and other equipment necessary and appropriate to carry out its obligations under this Agreement. Upon the Fund’s reasonable request, Administrator shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the Services. (iv) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards. (h) The Administrator shall act as liaison with a Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules. The Administrator shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such auditors and accountants in a timely fashion for the expression of their opinion, as required by the Fund. (i) The Administrator agrees to comply (and to the extent the Administrator takes or is required to take action on behalf of a Fund hereunder shall cause the Fund to comply) with all applicable law, as well as all investment restrictions, policies and procedures adopted by the Fund. Except as set forth in this Agreement, the Administrator assumes no responsibility for such compliance by a Fund. The Administrator shall maintain at all times a program reasonably designed to prevent violations of the federal securities laws (as defined in Rule 38a-1 under the 1933 Act ▇▇▇▇ ▇▇▇) with respect to the Shares have been and will be prepared in conformity with the requirements of the 1933 Act, the 1940 Act, and the rules and regulations of the Commission thereunder. The Trust represents and warrants to UMBDS that any Registration Statement and Prospectus, when such Registration Statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the Commission; that all information contained in the Registration Statement and Prospectus will be true and correct in all material respects when such Registration Statement becomes effective; and that neither the Registration Statement nor any Prospectus when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Trust agrees to file from time to time such amendments, supplements, reports and other documents as may be necessary or required in order to: (1) comply with the 1933 Act and the 1940 Act; (2) ensure that there is no untrue statement(s) of a material fact in a Registration Statement or Prospectus; or (3) ensure that all statements necessary or required in order that there may be no omission to state a material fact in the Registration Statement or Prospectus which omission would make the statements therein misleading. The Trust shall promptly notify UMBDS of any advice given to it by counsel to the Trust regarding the necessity or advisability of amending or supplementing the Registration StatementServices provided.