Required by IPOPIF Sample Clauses

Required by IPOPIF. Disclose and provide the details of any actions, proceedings, or investigations threatened or pending before any tribunal, arbitrator, court or governmental authority, including without limitation, the SEC, FINRA, any state securities regulatory authority or any other regulatory authority having jurisdiction over the company or its affiliates, against or relating to the company, its affiliates, or the officers or directors of the company or its affiliates claiming or alleging: (i) fraud; (ii) violation of any federal or state securities law, rule, or regulation, or (iii) breach of fiduciary duties. EXHIBIT C FEE SCHEDULE [INSERT FEE SCHEDULE FROM INVESTMENT MANAGER] The Investment Manager’s fees shall be payable quarterly in arrears, and pro-rated for any partial month, at a rate determined by month-end value of the assets as reported by the Custodian in the Sub-Account on the last business day of each month in the quarter. The fees paid to the Investment Manager shall be the sole cost charged to the Fund for the Investment Manager’s services. Neither the Investment Manager nor any of its affiliates will receive any brokerage commissions on the purchase or sale of Fund assets or any other fees or compensation in connection with services provided hereunder. The Investment Manager represents that no other current client having the same investment objective (other than sub-advisory clients and clients with fees based on performance) obtained prior to or subsequent to the Fund’s engagement will be charged a lower fee for managing substantially the same amount of assets in substantially the same manner (determined by reference to assets measured at the end of each calendar quarter). The Investment Manager agrees to promptly notify the Board if it provides more favorable fees to any such other client. Should such lower fees be provided to another client, the Investment Manager agrees that, on the effective date of such an occurrence, the more favorable fee structure shall be applied to this Fund in lieu of this Fee Schedule and the Fund shall be reimbursed for the fees paid, plus interest at the actuarial assumed rate of return adopted by the Board then in effect.
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