Common use of Business Continuity; Force Majeure Clause in Contracts

Business Continuity; Force Majeure. a. The Sub-Adviser (directly or through its affiliates) shall provide business continuity, disaster recovery and backup capabilities and facilities, which the Sub-Adviser believes are reasonably designed to enable the Sub-Adviser to perform its obligations hereunder with minimal disruptions or delays. Upon request, the Sub-Adviser shall make available to the Adviser for its review its written business continuity, disaster recovery and backup plan(s) or sufficient information and written certification regarding such plans to satisfy the Adviser and Fund’s reasonable inquiries and to assist the Fund and the Chief Compliance Officer of the Fund in complying with Rule 38a-1 under the 1940 Act. The Sub-Adviser will have access to, at a minimum, a secured backup site containing all hardware, software, communications equipment and current copies of data and files necessary to perform its obligations hereunder. The Sub-Adviser shall generally test its plan(s) on an annual basis, and shall, at the Adviser’s request, provide the Adviser with information regarding the results of its testing. b. Notwithstanding the foregoing, in the event either party hereto shall be prevented from the performance of any act or rendering any service required under this Agreement, by reason of natural disaster, Act of God, fire or other casualty or accident, strikes, inability to procure materials, failure of power, restrictive government laws or regulations, riot, insurrection, war or other reasons of a similar or dissimilar nature which are beyond the reasonable control of the party, then the performance of any such act or rendering of any such service shall be excused from such performance to the extent of such prevention, restriction or interference; provided that the party so affected shall use commercially reasonable best efforts to avoid or remove such causes of non-performance and shall continue performance hereunder with the utmost dispatch whenever such causes are removed.