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: (1) as of the close of business on the Agreement Effective Date, each Fund that is then in existence has authorized unlimited shares, and (2) no shares of the Trust will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective. (B) It shall cause the investment adviser(s), custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Trust to cooperate with Ultimus and to provide it with such information, documents, and advice relating to the Trust and each Fund as appropriate or requested by Ultimus, in order to enable Ultimus to perform its duties and obligations under this Agreement. (C) To the knowledge of the Administrator and the Trust, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, registration statement, and the Funds’ prospectus 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. (D) Each of the employees of Ultimus that may serve or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust 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 Ultimus immediately should the Policy be cancelled or terminated. (E) Any officer (authorized in Section 14.1(C)) of the Trust shall be considered an individual who is authorized to provide Ultimus with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Trust and received by Ultimus) 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: 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) (1) as of the close of business on the Agreement Effective Date, each Fund the BDC that is then in existence has authorized unlimited 100,000,000 shares, and (2) no shares of the Trust BDC will be offered to the public until the TrustBDC’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act Investment Company Act, has been declared or becomes effectiveeffective and all required state securities law filings have been made. (B) It shall cooperate and cause the investment adviser(s)any sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Trust BDC to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, documents, and advice relating to the Trust and each Fund BDC as appropriate or requested by Ultimus▇▇▇▇▇▇▇, in order to enable Ultimus ▇▇▇▇▇▇▇ to perform its duties and obligations under this Agreement. To the extent the Administrator is unable to supply ▇▇▇▇▇▇▇ 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. (C) To the knowledge The Organizational Documents of the Administrator and the Trust, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, registration statement, and the Funds’ prospectus BDC 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. (D) Each of the employees of Ultimus that may serve ▇▇▇▇▇▇▇ (if any) who serves or has served at any time as an officer of the TrustBDC, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the TrustBDC’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the TrustBDC’s Declaration of Trust and Bylaws 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 Ultimus ▇▇▇▇▇▇▇ immediately should the Policy be cancelled canceled or terminated. (E) Any officer (authorized in Section 14.1(C)) of the Trust Administrator shall be considered an individual who is authorized to provide Ultimus ▇▇▇▇▇▇▇ with instructions and requests on behalf of the Trust Administrator (an “Authorized Person”) (unless such authority is limited in a writing from the Trust Administrator and received by Ultimus▇▇▇▇▇▇▇) 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 Agreement (Kayne Anderson BDC, Inc.)

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) (1) as of the close of business on the Agreement Effective Date, each Fund Trust that is then in existence has authorized unlimited shares, and (2) no shares of the Trust will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective. (B) It shall cause the investment adviser(s), custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Trust to cooperate with Ultimus and to provide it with such information, documents, and advice relating to the Trust and each Fund as appropriate or requested by Ultimus▇▇▇▇▇▇▇, in order to enable Ultimus ▇▇▇▇▇▇▇ to perform its duties and obligations under this Agreement. (C) To the knowledge of the Administrator and the Trust, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, registration statement, and the Funds’ Trust’s prospectus 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. (D) Each of the employees of Ultimus ▇▇▇▇▇▇▇ that may serve or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of Ultimus Master Services Agreement August 21, 2024 Page 10 of 17 the Policy, and shall notify Ultimus immediately should the Policy be cancelled or terminated. (E) Any officer (authorized in Section 14.1(C)) of the Trust shall be considered an individual who is authorized to provide Ultimus ▇▇▇▇▇▇▇ with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Trust and received by Ultimus▇▇▇▇▇▇▇) 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: Master Services Agreement (Diamond Hill Securitized 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) (1) as of the close of business on the Agreement Effective Date, each Fund Trust that is then in existence has authorized unlimited shares, and (2) no shares of the Trust will be offered to the public until the Trust’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act has been declared or becomes effective. (B) It shall cause the investment adviser(s), custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Trust to cooperate with Ultimus and to provide it with such information, documents, and advice relating to the Trust and each Fund as appropriate or requested by Ultimus▇▇▇▇▇▇▇, in order to enable Ultimus ▇▇▇▇▇▇▇ to perform its duties and obligations under this Agreement. (C) To the knowledge of the Administrator and the Trust, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”), Bylaws, registration statement, and the Funds’ Trust’s prospectus 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. (D) Each of the employees of Ultimus ▇▇▇▇▇▇▇ that may serve or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Trust’s Declaration of Trust and Bylaws regarding indemnification of its officers. The Administrator shall provide Ultimus with proof of current coverage, including a copy of Ultimus Master Services Agreement August 1, 2024 Page 10 of 17 the Policy, and shall notify Ultimus immediately should the Policy be cancelled or terminated. (E) Any officer (authorized in Section 14.1(C)) of the Trust shall be considered an individual who is authorized to provide Ultimus ▇▇▇▇▇▇▇ with instructions and requests on behalf of the Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Trust and received by Ultimus▇▇▇▇▇▇▇) 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: Master Services Agreement (Diamond Hill Securitized Credit Fund)