Common use of NOTIFICATIONS AND CERTIFICATIONS Clause in Contracts

NOTIFICATIONS AND CERTIFICATIONS. The following notifications and certifications shall be provided hereunder: (i) Each party shall promptly notify the other in the event that it becomes aware that it or any of its affiliates: (a) is, or will likely be, subject to a statutory disqualification that prevents the party from serving as Manager or Sub-Adviser to the Series; (b) fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the party is required to be registered as an investment adviser in order to act as Manager or Sub-Adviser; (c) is the subject of an administrative proceeding or enforcement action by the U.S. Securities and Exchange Commission (the "SEC") or other regulatory authority; (d) is, or to the party's actual knowledge will likely be, served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Trust or the Manager or any of their affiliates; (e) is, or to the party's actual knowledge will likely be, served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Sub-Adviser or any of its affiliates which would be material to the Sub-Adviser's role in relation to the Series; or (f) is involved in any material litigation or administrative proceeding brought against the party or any of its management persons (as defined in Form ADV). The Sub-Adviser further agrees to notify the Series and the Manager promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Series' investment strategy or tactics that is not contained in the Registration Statement regarding the Series, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Sub-Adviser will notify the Trust, the Manager and the Board if its chief executive officer or any member of the portfolio management team named in the Registration Statement for the Series changes, or if there is, or there is expected to be, an actual change in control or management of the Sub-Adviser within the meaning of Rules 2a-6 and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively. The Sub-Adviser will promptly notify the Trust, the Manager and the Board of any change in the Sub-Adviser's financial condition which could impact its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the Sub-Adviser's errors and omissions or professional liability insurance coverage; (ii) The Sub-Adviser shall provide the Manager, the Trust or the Board with such information and assurances regarding the Sub-Adviser or the Allocated Portion (including certifications and sub-certifications) as the Manager, the Trust or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules and regulations, including requirements in connection with the Manager's, the Sub-Adviser's or the Board's fulfillment of its responsibilities under Section 15(c) of the 1940 Act and the preparation and/or filing of the Registration Statement, Form N-CSRs and Form N-Qs; (iii) As reasonably requested by the Trust on behalf of the Trust's officers and in accordance with the scope of Sub-Adviser's obligations and responsibilities contained in this Agreement, Sub-Adviser will provide reasonable assistance to the Trust in connection with the Trust's compliance with the Sarbanes-Oxley Act and the rul▇▇ ▇▇▇ ▇▇▇▇▇▇▇ions promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act. Specifically, the Sub-Adviser agrees to (a) certify periodically, upon the reasonable request of the Trust, that with respect to the Allocated Portion and the Sub-Adviser's provision of portfolio management services hereunder, it is in compliance in all material respects with all applicable "federal securities laws", as required by Rule 38a-l under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (b) upon reasonable request and reasonable prior notice, cooperate with third-party audits arranged by the Trust to evaluate the effectiveness of the Trust's compliance and internal controls; (c) upon reasonable request and reasonable prior notice, provide the Trust's chief compliance officer with direct access to its head of compliance (or his/her designee); (d) upon reasonable request and reasonable prior notice, provide the Trust's chief compliance officer with periodic reports ; (e) promptly provide notice of any material compliance matters related to the Series; and (f) upon reasonable notice to and reasonable request, provide the Manager with access to the records relating to such compliance policies and procedures of the Sub-Adviser as they relate to the Series; and (iv) The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Manager and the Trust. The Sub-Adviser shall use all reasonable efforts to ensure that its Access Persons (as defined in the Sub-Adviser's Code of Ethics) comply in all material respects with the Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably designed to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to the Manager and the Trust's Board. The Sub-Adviser shall respond to requests for information from the Manager and the Trust as to any material violations of the Code by Access Persons and the sanctions imposed by the Sub-Adviser. The Sub-Adviser shall as promptly as practicable notify the Manager and the Trust of any material violation of the Code, whether or not such violation relates to a security held by any Series.

NOTIFICATIONS AND CERTIFICATIONS. The following notifications and certifications shall be provided hereunder: (i) Each party shall promptly notify the other in the event that it becomes aware that it or any of its affiliates: (a) is, or will likely be, subject to a statutory disqualification that prevents the party from serving as Manager or Sub-Adviser to the Series; (b) fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the party is required to be registered as an investment adviser in order to act as Manager or Sub-Adviser; (c) is the subject of an administrative proceeding or enforcement action by the U.S. Securities and Exchange Commission (the "SEC") or other regulatory authority; (d) is, or to the party's actual knowledge will likely be, served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Trust Trust, the Sub-Adviser, or the Manager or any of their affiliates; or (e) is, or to the party's actual knowledge will likely be, served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, or governmental authority, involving the affairs of the Sub-Adviser or any of its affiliates which would be material to the Sub-Adviser's role in relation to the Series; or (f) is involved in any material pending litigation or administrative proceeding brought against the party or any of its management persons (as defined in Form ADV). The Sub-Adviser further agrees to notify the Series and the Manager promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Series' investment strategy or tactics that is not contained in the Registration Statement regarding the Series, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Sub-Adviser will notify the Trust, the Manager and the Board if its chief executive officer or any member of the portfolio management team named in the Registration Statement for the Series changes, or if there is, or there is expected to be, an actual change in control or management of the Sub-Adviser within the meaning of Rules 2a-6 and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively. The Sub-Adviser will promptly notify the Trust, the Manager and the Board of any change in the Sub-Adviser's financial condition which could impact its abilities to perform its duties hereunder and of any reduction in the amount of coverage under the Sub-Adviser's errors and omissions or professional liability insurance coverage; (ii) The Sub-Adviser shall provide the Manager, the Trust or the Board with such information and assurances regarding the Sub-Adviser or the Allocated Portion (including certifications and sub-certificationscertifications ) as the Manager, the Trust or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules and regulations, including requirements in connection with the Manager's, the Sub-Adviser's or the Board's fulfillment of its responsibilities under Section 15(c) of the 1940 Act and the preparation and/or filing of the Registration Statement, Form N-CSRs and Form N-Qs; (iii) As reasonably requested by the Trust on behalf of the Trust's officers and in accordance with the scope of Sub-Adviser's obligations and responsibilities contained in this Agreement, Sub-Adviser will provide reasonable assistance to the Trust in connection with the Trust's compliance with the Sarbanes-Oxley Act and the rul▇▇ ▇▇▇ ▇▇▇▇▇▇▇ions promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act. Specifically, the Sub-Adviser agrees to (a) certify periodically, upon the reasonable request of the Trust, that with respect to the Allocated Portion and the Sub-Adviser's provision of portfolio management services hereunder, it is in compliance in all material respects with all applicable "federal securities laws", as required by Rule 38a-l under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (b) upon reasonable request and reasonable prior notice, cooperate with third-party audits arranged by the Trust to evaluate the effectiveness of the Trust's compliance and internal controls; (c) upon reasonable request and reasonable prior notice, provide the Trust's chief compliance officer with direct access to its head of compliance (or his/her designee); (d) upon reasonable request and reasonable prior notice, provide the Trust's chief compliance officer with periodic reports ; (e) promptly provide notice of any material compliance matters related to the Series; and (f) upon reasonable notice to and reasonable request, provide the Manager with access to the records relating to such compliance policies and procedures of the Sub-Adviser as they relate to the Series; and (iv) The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act, which it has provided to the Manager Adviser and the Trust. The Sub-Adviser shall use all reasonable efforts to ensure that its Access Persons (as defined in the Sub-Adviser's Code of Ethics) comply in all material respects with the Sub-Adviser's Code of Ethics, as in effect from time to time. Upon request, the Sub-Adviser shall provide the Trust with (i) a copy of the Sub-Adviser's current Code of Ethics, as in effect from time to time, and (ii) a certification that it has adopted procedures reasonably designed necessary to prevent Access Persons from engaging in any conduct prohibited by the Sub-Adviser's Code of Ethics. Annually, the Sub-Adviser shall furnish a written report, which complies with the requirements of Rule 17j-1, concerning the Sub-Adviser's Code of Ethics to the Manager Adviser and the Trust's Board. The Sub-Adviser shall respond to requests for information from the Manager Adviser and the Trust as to any material violations of the Code by Access Persons and the sanctions imposed by the Sub-Adviser. The Sub-Adviser shall as promptly as practicable immediately notify the Manager Adviser and the Trust of any material violation of the Code, whether or not such violation relates to a security held by any SeriesFund.