Common use of Representations of the Administrator Clause in Contracts

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cooperate and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, documents, and advice relating to each Fund as appropriate or requested by ▇▇▇▇▇▇▇, in order to enable ▇▇▇▇▇▇▇ to perform its duties and obligations under this Agreement. To the extent the Administrator, a Fund, or any other service provider to the Administrator or a Fund is/are unable to supply Ultimus with all of the information necessary for ▇▇▇▇▇▇▇ to perform the Services, ▇▇▇▇▇▇▇ will not be able to fully perform the Services and will not be responsible for such failure. Diamond Hill Capital Management, Inc. ETF Master Services Agreement August 22, 2025 Page 9 of 16 (B) The Organizational Documents of the Administrator and each Fund are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (C) Each of the employees of ▇▇▇▇▇▇▇ (if any) who serves or has served at any time as an officer of each Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fund’s Organizational Documents regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify ▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Administrator shall be considered an individual who is authorized to provide ▇▇▇▇▇▇▇ with instructions and requests on behalf of the Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator and received by ▇▇▇▇▇▇▇) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to ▇▇▇▇▇▇▇ the names of the Authorized Persons from time to time.

Appears in 1 contract

Sources: Etf Master Services Agreement (Diamond Hill Funds)

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cooperate cause the Fund’s investment adviser(s) and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each the Administrator or the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to each the Fund as appropriate or requested by ▇▇▇▇▇▇▇, in order to enable ▇▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Administrator, a Fund, the Fund or the investment adviser(s) or any other service provider to the Administrator or a the Fund is/are unable to supply Ultimus with all of the information necessary for ▇▇▇▇▇▇▇ to perform the Services, ▇▇▇▇▇▇▇ will not be able to fully perform the Services and will not be responsible for such failure. Diamond Hill Capital Management, Inc. ETF Master Services Agreement August 22, 2025 Page 9 of 16. (B) The Organizational Documents of Administrator’s and/or the Administrator Fund’s organizational documents, registration statement and each Fund prospectus (as applicable) are true and accurate in all material respects and will remain true and accurate in all material respects at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (C) Each If applicable, each of the employees of ▇▇▇▇▇▇▇ (if any) who Ultimus that serves or has served at any time as an officer of each the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance OfficerOfficer (which can be the CCO), shall be covered by each the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each the Fund’s Organizational Documents formation document and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify ▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Administrator and Fund shall be considered an individual who is authorized to provide ▇▇▇▇▇▇▇ with instructions and requests on behalf of the Administrator Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator or the Fund and received by ▇▇▇▇▇▇▇) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to ▇▇▇▇▇▇▇ Ultimus the names of the Authorized Persons from time to time.

Appears in 1 contract

Sources: Sub Administration Services Agreement (Axxes Opportunistic Credit Fund)

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cooperate and cause direct any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, documents, and advice relating to each Fund as appropriate or requested by U▇▇▇▇▇▇, in order to enable U▇▇▇▇▇▇ to perform its duties and obligations under this Agreement. To the extent the Administrator, a Fund, or any other service provider to the Administrator or a Fund is/are unable to supply Ultimus with all of the information necessary for U▇▇▇▇▇▇ to perform the Services, U▇▇▇▇▇▇ will not be able to fully perform the Services and will not be responsible for such failure. Diamond Hill Capital Management, Inc. ETF Master Services Agreement August 22, 2025 Page 9 of 16. (B) The Organizational Documents of the Administrator and each Fund are materially true and accurate and will remain materially true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (C) Each of the employees of U▇▇▇▇▇▇ (if any) who serves or has served at any time as an officer of each Fund, including the any CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fund’s Organizational Documents regarding indemnification of its officers. The In the event that any employees of Ultimus serve as officers of the Trust, the Administrator shall provide Ultimus U▇▇▇▇▇▇ with proof of current coverage, including a copy of the Policy, and shall notify ▇▇▇▇▇▇▇ immediately Ultimus promptly should the Policy be canceled or terminated. (D) Any officer of the Administrator shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ with instructions and requests on behalf of the Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator and received by U▇▇▇▇▇▇) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to U▇▇▇▇▇▇ the names of the Authorized Persons from time to time.. Sterling Capital Management, LLC Ultimus Sub-Administration Agreement

Appears in 1 contract

Sources: Sub Administration Agreement (Sterling Capital Funds)

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cooperate cause the Fund’s investment adviser(s) and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each the Administrator or the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to each the Fund as appropriate or requested by ▇▇▇▇▇▇▇, in order to enable ▇▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Administrator, a Fund, the Fund or the investment adviser(s) or any other service provider to the Administrator or a the Fund is/are unable to supply Ultimus with all of the information necessary for ▇▇▇▇▇▇▇ to perform the Services, ▇▇▇▇▇▇▇ will not be able to fully perform the Services and will not be responsible for such failure. Diamond Hill Capital Management, Inc. ETF Master Services Agreement August 22, 2025 Page 9 of 16Ultimus Sub-Administration Agreement (B) The Organizational Documents of Administrator’s and/or the Administrator Fund’s organizational documents, registration statement and each Fund prospectus (as applicable) are true and accurate in all material respects and will remain true and accurate in all material respects at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (C) Each If applicable, each of the employees of ▇▇▇▇▇▇▇ (if any) who Ultimus that serves or has served at any time as an officer of each the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance OfficerOfficer (which can be the CCO), shall be covered by each the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each the Fund’s Organizational Documents formation document and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify ▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Administrator and Fund shall be considered an individual who is authorized to provide ▇▇▇▇▇▇▇ with instructions and requests on behalf of the Administrator Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator or the Fund and received by ▇▇▇▇▇▇▇) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to ▇▇▇▇▇▇▇ Ultimus the names of the Authorized Persons from time to time.

Appears in 1 contract

Sources: Sub Administration Services Agreement (Axxes Private Markets Fund)

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cooperate and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, documents, and advice relating to each Fund as appropriate or requested by ▇▇▇▇▇▇▇, in order to enable ▇▇▇▇▇▇▇ to perform its duties and obligations under this Agreement. To the extent the Administrator, a Fund, or any other service provider to the Administrator or a Fund is/are unable to supply Ultimus with all of the information necessary for ▇▇▇▇▇▇▇ to perform the Services, ▇▇▇▇▇▇▇ will not be able to fully perform the Services and will not be responsible for such failure. Diamond Hill Capital Management, Inc. ETF Master Services Agreement August 22, 2025 Page 9 of 16. (B) The Organizational Documents of the Administrator and each Fund are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (C) Each of the employees of ▇▇▇▇▇▇▇ (if any) who serves or has served at any time as an officer of each Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fund’s Organizational Documents regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify ▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Administrator shall be considered an individual who is authorized to provide ▇▇▇▇▇▇▇ with instructions and requests on behalf of the Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator and received by ▇▇▇▇▇▇▇) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to ▇▇▇▇▇▇▇ the names of the Authorized Persons from time to time.

Appears in 1 contract

Sources: Etf Sub Administration Agreement (Strategic Trust)

Representations of the Administrator. The Administrator represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cooperate and cause any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, documents, and advice relating to each Fund as appropriate or requested by ▇▇▇▇▇▇▇, in order to enable ▇▇▇▇▇▇▇ to perform its duties and obligations under this Agreement. To the extent the Administrator, a Fund, or any other service provider to the Administrator or a Fund is/are unable to supply Ultimus with all of the information necessary for ▇▇▇▇▇▇▇ to perform the Services, ▇▇▇▇▇▇▇ will not be able to fully perform the Services and will not be responsible for such failure. Diamond Hill Capital Management, Inc. ETF Master Services Agreement August 2221, 2025 Page 9 of 16 (B) The Organizational Documents of the Administrator and each Fund are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (C) Each of the employees of ▇▇▇▇▇▇▇ (if any) who serves or has served at any time as an officer of each Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by each Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of each Fund’s Organizational Documents regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify ▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Administrator shall be considered an individual who is authorized to provide ▇▇▇▇▇▇▇ with instructions and requests on behalf of the Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the Administrator and received by ▇▇▇▇▇▇▇) and has the authority to appoint additional Authorized Persons, to limit or revoke the authority of any previously designated Authorized Person, and to certify to ▇▇▇▇▇▇▇ the names of the Authorized Persons from time to time.

Appears in 1 contract

Sources: Etf Master Services Agreement (Diamond Hill Funds)