Common use of Representations of the Fund Clause in Contracts

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus U▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It Subject to Section 10.2.B., it shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by U▇▇▇▇▇▇▇, in order to enable U▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the Fund is/are unable to supply Ultimus with all of the information necessary for U▇▇▇▇▇▇▇ to perform the Services, U▇▇▇▇▇▇ will Ultimus may not be able to fully perform the Services and will not be responsible for such failure. (B) The Fund’s organizational documents, registration statement and prospectus 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▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated.. Ultimus Master Services Agreement (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated.. Ultimus Master Services Agreement (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall use commercially reasonable efforts to cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus U▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by U▇▇▇▇▇▇, in order to enable U▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause direct its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The To the knowledge of the Fund, the Fund’s organizational documents, registration statement and prospectus are true and accurate and will remain remain, in all material respects, 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▇▇▇▇▇▇ Ultimus that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and or the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Upon request, the Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund who is not affiliated with Ultimus shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus U▇▇▇▇▇▇ the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund 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 that is then in existence has authorized unlimited shares, and (2) no shares of any Fund will be offered to the public until the Fund’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, has been declared or becomes effective and all required state securities law filings have been made. (B) It shall cause its the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the each Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (BC) The Fund’s Agreement and Declaration of Fund, Bylaws, registration statement and each Fund’s organizational documents, registration statement and prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable U.S. federal and state securities laws. (CD) Each of the employees of U▇▇▇▇▇▇ Ultimus that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document Declaration of Fund and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (DE) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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.. Ultimus Transfer Agent Services Agreement (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund 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, the Fund has authorized unlimited shares, and (2) no shares of the Fund will be offered to the public until the Fund’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, has been declared or becomes effective and all required state securities law filings have been made. (B) It shall cause its the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by U▇▇▇▇▇▇Ultimus, in order to enable U▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the 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. (BC) The Fund’s Certificate of Incorporation, Bylaws, registration statement and the Fund’s organizational documents, registration statement and 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. (CD) Each of the employees of U▇▇▇▇▇▇ Ultimus that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance Volumetric Fund Inc. Ultimus Master Services Agreement July 16, 2020 Page 9 of 16 policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document Certificate of Incorporation and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ Ultimus immediately should the Policy be canceled or terminated. (DE) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ Ultimus with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by U▇▇▇▇▇▇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.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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.. Ultimus Transfer Agent Services Agreement (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund Prospect Enhanced Yield Fund Ultimus Master Services Agreement shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund 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 that is then in existence has authorized unlimited shares, and (2) no shares of any Fund will be offered to the public until the Fund’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, has been declared or becomes effective and all required state securities law filings have been made. (B) It shall cause its the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the each Fund to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by U▇▇▇▇▇▇Ultimus, in order to enable U▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the 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. (BC) The Fund’s Agreement and Declaration of Fund, Bylaws, registration statement and each Fund’s organizational documents, registration statement and prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable U.S. federal and state securities laws. (CD) Each of the employees of U▇▇▇▇▇▇ Ultimus that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document Declaration of Fund and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ Ultimus immediately should the Policy be canceled or terminated. (DE) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ Ultimus with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by U▇▇▇▇▇▇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.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors Trustees & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall use commercially reasonable efforts to cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by U▇▇▇▇▇▇▇, in order to enable U▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund 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 Portfolio that is then in existence has properly authorized its shares, and (2) no shares of a Portfolio will be offered to the public until its 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 its the investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund each Portfolio to cooperate with Ultimus and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by U▇▇▇▇▇▇Ultimus, in order to enable U▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the 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. (BC) The To the knowledge of the Fund’s organizational documents, its Agreement and Articles of Incorporation (the “Articles of Incorporation”), Bylaws and registration statement and the Portfolio’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. (CD) Each of the employees of U▇▇▇▇▇▇ Ultimus that serves serve or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document Articles of Incorporation and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ Ultimus immediately should the Policy be canceled cancelled or terminated. (DE) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ Ultimus with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund and received by U▇▇▇▇▇▇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.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, if any, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to reasonably cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by U▇▇▇▇▇▇▇, in order to enable U▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the 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.. Ultimus Master Services Agreement (B) The Fund’s organizational documents, documents and registration statement and prospectus 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 of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, if any, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to reasonably cooperate with Ultimus U▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by U▇▇▇▇▇▇, in order to enable U▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, documents and registration statement and prospectus 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 of the employees of U▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus U▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ immediately should the Policy be canceled or terminated.. Ultimus Master Services Agreement (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of or counsel to the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus U▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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.. Ultimus Master Services Agreement (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document Agreement and Declaration of Trust and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, MainStay MacKay Municipal Income Opportunities Fund Ultimus Master Services Agreement documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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. (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors Trustees & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to reasonably cooperate with Ultimus ▇▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the 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 Fund or the investment adviser(s) or any other service provider to the 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 for which such missing information is relevant and will not be responsible for such failure. (B) The Fund’s organizational documents, registration statement and prospectus provided (or which hereafter may be provided) to Ultimus are true and accurate copies thereof and will remain true the Fund’s most recent registration statement and accurate at all times during prospectus filed prior to the term of this Agreement in conformance date hereof, when filed, complied with applicable federal and state securities lawslaws and the information set forth therein was true and accurate in all material respects. (C) Each of the employees of U▇▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer (authorized in Section 14.1(C)) of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited by this Agreement or otherwise in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.. Ardian Access LLC Ultimus Master Services Agreement

Representations of the Fund. The Fund represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (A) It shall use commercially reasonable efforts to cause its investment adviser(s) and sub-advisers, prime broker, custodian, legal counsel, independent accountants, and other service providers and agents, past or present, for the Fund to cooperate with Ultimus U▇▇▇▇▇▇ and to provide it with such information, data, documents, and advice relating to the Fund as appropriate or requested by U▇▇▇▇▇▇, in order to enable U▇▇▇▇▇▇ Ultimus to perform its duties and obligations under this Agreement. To the extent the Fund or the investment adviser(s) or any other service provider to the 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.. Ultimus Master Services Agreement (B) The Fund’s organizational documents, registration statement and 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. (C) Each of the employees of U▇▇▇▇▇▇ that serves or has served at any time as an officer of the Fund, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Fund’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the provisions of the Fund’s formation document and Bylaws regarding indemnification of its officers. The Fund shall provide Ultimus with proof of current coverage, including a copy of the Policy, and shall notify U▇▇▇▇▇▇ immediately should the Policy be canceled or terminated. (D) Any officer of the Fund shall be considered an individual who is authorized to provide U▇▇▇▇▇▇ with instructions and requests on behalf of the Fund (an “Authorized Person”) (unless such authority is limited in a writing from the Fund 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 Ultimus the names of the Authorized Persons from time to time.