Covenants of the Sub-Adviser. (a) If at any time during the term of this Sub-Advisory Agreement, the Sub-Adviser discovers any fact or omission, or any event or change of circumstances occurs, which would make the Sub-Adviser’s representations and warranties in Section 8 inaccurate or incomplete in any material respect, or which might render the Disclosure Documents untrue or misleading in any material respect, the Sub-Adviser will provide prompt written notification to the Fund and MassMutual of any such fact, omission, event or change of circumstances, and the facts related thereto.
(b) The Sub-Adviser agrees that, during the term of this Sub-Advisory Agreement, and for so long as investment in the Fund is being offered for sale, it will provide the Fund and MassMutual with updated information relating to the Sub-Adviser’s performance results as reasonably required from time to time by the Fund and MassMutual. The Sub-Adviser shall use its best efforts to provide such information within a reasonable period of time after the end of the month to which such updated information relates and the information is available to it.
Covenants of the Sub-Adviser. (a) Sub-adviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Sub-adviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Sub-adviser’s overall business activities that may have a material adverse effect on the Sub-adviser’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Sub-adviser;
(iv) any change in the portfolio manager of the Portfolio;
(v) any proposed change or change in the representations made by Sub-adviser concerning the nature of the Sub-adviser’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Portfolio conducted by any state or federal governmental regulatory authority.
(b) Sub-adviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Sub-adviser pursuant to Section 3.1.
Covenants of the Sub-Adviser. The Sub-Adviser agrees that it (a) will not deal with itself, "affiliated persons" of the Sub-Adviser, the Trustees of the Trust or the Fund's distributor, as principals, agents, brokers or dealers in making purchases or sales of securities or other property for the account of the Fund, except as permitted by the 1940 Act and the rules, regulations and orders thereunder and subject to the prior written approval of the Adviser, and except in accordance with Rule 17e-1 procedures as approved by the Trustees from time to time and (b) will comply with all other provisions of the then-current Prospectus and Statement relative to the Sub-Adviser and its trustees, officers, employees and affiliates.
Covenants of the Sub-Adviser. (a) If at any time during the term of this Sub-Advisory Agreement, the Sub-Adviser discovers any fact or omission, or any event or change of circumstances occurs, which would make the Sub-Adviser’s representations and warranties in Section 8 inaccurate or incomplete in any material respect, or which might render the Disclosure Documents untrue or misleading in any material respect, the Sub-Adviser will provide prompt written notification to the Fund and MassMutual of any such fact, omission, event or change of circumstances, and the facts related thereto.
(b) The Sub-Adviser agrees that, during the term of this Sub-Advisory Agreement, and for so long as investment in the Fund is being offered for sale, and subject to adequate assurances of confidentiality, the Sub-Adviser will provide the Fund and MassMutual with updated information relating to the Sub-Adviser’s performance results relating to the Fund and other accounts that are advised by the Sub-Adviser and that have investment objectives and policies similar to those of the Fund as may be reasonably requested from time to time by the Fund and MassMutual. The Sub-Adviser shall use its best efforts to provide such information within a reasonable period of time after the end of the period to which such updated information relates and the information is available to it.
Covenants of the Sub-Adviser. The Sub-Adviser agrees that it (a) will not deal with itself, "affiliated persons" of the Sub-Adviser, the Trustees of the Trust or the Fund's distributor, as principals, agents, brokers or dealers in making purchases or sales of securities or other property for the account of the Fund, except as permitted by the 1940 Act and the rules, regulations and orders thereunder and subject to the prior written approval of the Adviser, (b) will not take a long or short position in the shares of the Fund except as permitted by the Declaration and (c) will comply with all other provisions of the Declaration and the By-Laws and the then-current Prospectus and Statement relative to the Sub-Adviser and its trustees, officers, employees and affiliates.
Covenants of the Sub-Adviser. (a) If at any time during the term of this Sub-Advisory Agreement, the Sub-Adviser discovers any fact or omission, or any event or change of circumstances occurs, which would make the Sub-Adviser’s representations and warranties in Section 6 inaccurate or incomplete in any material respect, or which might render the Disclosure Documents untrue or misleading in any material respect, the Sub-Adviser will provide prompt written notification to the Fund and MassMutual of any such fact, omission, event or change of circumstances, and the facts related thereto.
(b) The Sub-Adviser agrees that, during the term of this Sub-Advisory Agreement, and for so long as investment in the Fund is being offered for sale, it will provide the Fund and the Sub-Adviser with updated information relating to the Sub-Adviser’s performance results as reasonably required from time to time by the Fund and MassMutual. The Sub-Adviser shall use its best efforts to provide such information within a reasonable period of time after the end of the month to which such updated information relates and the information is available to it.
(c) The Sub-Adviser or its delegated auditor will make available for review by MassMutual (and, if requested by MassMutual, its designated auditors or attorneys) all audited reports relating the Sub-Adviser’s composite performance results with respect to the Fund and other funds or accounts of the Sub-Adviser with substantially similar investment objectives and strategies and which are in the Sub-Adviser’s possession or to which it has access. Sub-Adviser will make its or its delegated auditor’s representatives available to discuss any items contained in such audited reports. 8.
Covenants of the Sub-Adviser. (a) The Sub-Adviser will promptly notify the Adviser of the occurrence of any event that would substantially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement including, without limitation, the occurrence of any event that would disqualify it from serving as an investment advisor to an investment company pursuant to Section 9(a) of the 0000 Xxx.
(b) The Sub-Adviser will promptly notify the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, self-regulatory organization, public board or body, involving the affairs of the Adviser, the Trust and/or the Fund, or, in the case of the Sub- Adviser, that would materially impact the ability of the Sub-Adviser to perform its obligations under this Agreement, in each case, unless the Sub-Adviser is prohibited from doing so.
Covenants of the Sub-Adviser. The Sub-Adviser agrees that it (i) will not deal with itself or any of its affiliates, or with the Trustees of the Fund or the Fund's principal underwriter, if any, as principal, broker or dealer in making purchases or sales of securities or other property for the account of the Fund except as permitted by the 1940 Act and all rules, regulations and orders thereunder, (ii) will comply with all other provisions of the Fund's Declaration of Trust and By-Laws then in effect and the Value Fund's current prospectus relative to the Sub-Adviser, its directors, officers, employees and affiliates, and (iii) will comply with all other laws, rules, regulations and orders applicable to the activities contemplated herein.
Covenants of the Sub-Adviser. (a) If at any time during the term of this Sub-Advisory Agreement, the Sub-Adviser discovers any fact or omission, or any event or change of circumstances occurs, which would make the Sub-Adviser’s representations and warranties in Section 8 inaccurate or incomplete in any material respect, or which might render the Disclosure Documents untrue or misleading in any material respect, the Sub-Adviser will provide prompt written notification to the Fund and MassMutual of any such fact, omission, event or change of circumstances, and the facts related thereto.
(b) The Sub-Adviser agrees that, during the term of this Sub-Advisory Agreement, and for so long as investment in the Fund is being offered for sale, it will provide the Fund and MassMutual with updated information relating to the Sub-Adviser’s performance results with respect to the Fund and other clients with the same or similar investment strategies as the Fund (subject to applicable restrictions on the release of client confidential information) as may be reasonably requested from time to time by the Fund and MassMutual. The Sub-Adviser shall use its best efforts to provide such information within a reasonable period of time after the end of the month to which such updated information relates.
Covenants of the Sub-Adviser. (a) If at any time during the term of this Sub-Advisory Agreement, the Sub-Adviser discovers any fact or omission, or any event or change of circumstances occurs, that would make the Sub-Adviser’s representations and warranties in Section 8 inaccurate or incomplete in any material respect, or which might render the Disclosure Documents untrue or misleading in any material respect, the Sub-Adviser will provide prompt written notification to the Fund and MassMutual of any such fact, omission, event or change of circumstances, and the circumstances related thereto.
(b) The Sub-Adviser agrees that, during the term of this Sub-Advisory Agreement, it will provide the Fund and MassMutual with updated information relating to the Sub-Adviser’s performance results for the Fund and for the Sub-Adviser’s Institutional Small Cap composite, as reasonably required from time to time by the Fund and MassMutual (but no more frequently than once per calendar quarter). The Sub-Adviser shall use its best efforts to provide such information within a reasonable period of time after the end of the calendar quarter to which such updated information relates and the information is available to it.
