Common use of Notification of Breach / Compliance Reports Clause in Contracts

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure to manage the Funds in accordance with each Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-Adviser is 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, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust’s 's Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the Funds any Fund in accordance with each Fund’s its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s the Assets' compliance with the Fund’s its investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002Oxley Act. Unless proxxxxxxx xx xxx, as amended. The regulation or a regulatory, judicial or law enforcement authority, the Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws; laws or (ii) an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as that term is defined in the 1940 Act) has occurred or otherwise is proposed to occuroccur if such proposed change in control of the Sub-Adviser has been deliberately made public by the Sub-Adviser or its affiliates.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust’s 's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Funds any Fund in accordance with each Fund’s its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s 's compliance with the Fund’s its investment objectives and policies, policies and applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s Funds' and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall Axxxxxx xxxx xxomptly notify the Trust and the Adviser in the event that: (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws; laws or (ii) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as that term is defined in the 1940 Act) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser Subadviser shall notify the Trust’s 's Chief Compliance Officer and Adviser’s 's Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the Funds Fund's Assets in accordance with each the Fund’s 's investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Sub-Adviser’s Subadviser's policies, guidelines, or procedures. In addition, the Sub-Adviser Subadviser shall provide a quarterly report regarding each Fund’s 's compliance with the Fund’s 's investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, or procedures as applicable to the Sub-Adviser’s Subadviser's obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s 's discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser Subadviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser Subadviser also shall provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser Subadviser promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-Adviser Subadviser is 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, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Sub-Adviser Subadviser with the federal or state securities laws; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “"assignment” " (as that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser Subadviser shall notify the Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the Funds Assets in accordance with each the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of (y) the Funds’ Procedures or (z) the Sub-AdviserSubadviser’s written policies, guidelines, or procedures. In addition, the Sub-Adviser Subadviser shall provide a quarterly report regarding each Fund’s the Assets’ compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures Procedures as applicable to the Sub-AdviserSubadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser Subadviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser Subadviser also shall provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser Subadviser promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-Adviser Subadviser is 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, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser Subadviser with the federal or state securities lawslaws involving the Assets; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.