Common use of Covenants of the Sub-Adviser Clause in Contracts

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. (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 's overall business activities that may have a material adverse effect on the Sub-adviser’s '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 '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. (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 manager(s) 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. (a) Sub-adviser hereby covenants and agrees that for the duration of this Agreement it will promptly notify the Trust Fund and Manager Adviser in writing of the occurrence of any event which could have a material impact on of the performance of its obligations pursuant to this Agreement, including without limitationfollowing events: (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) 9 of the Investment Company 1940 Act or otherwise; (ii) any material change in the Sub-adviser’s overall business activities that may could reasonably be expected to 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 of control of Sub-adviseradviser (within the meaning of the Advisers Act and 1940 Act); (iv) any change in the portfolio manager manager(s) of the PortfolioSub-adviser that service the account of the Fund; (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 or “sweep” regulatory examinations or inspections) relating to the Portfolio conducted by any state or federal governmental regulatory authority. (b) authority that relates to the Fund or that could reasonably be expected to have a material adverse effect on the operations of the 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 3.1adviser.