Common use of Information Concerning the Allocated Assets and Sub-SubAdviser Clause in Contracts

Information Concerning the Allocated Assets and Sub-SubAdviser. From time to time as the Adviser, SubAdviser or the Fund may request, the Sub-SubAdviser will furnish the requesting party information and reports, in a timely manner, on portfolio transactions and on the Allocated Assets held in the portfolio, all in such detail, form and frequency as the Adviser, SubAdviser or the Fund may reasonably request. The Sub-SubAdviser shall respond in writing to any request or questionnaire from the Fund’s Board under Section 15(c) of the 1940 Act. The SubAdviser shall cause the Sub-SubAdviser to be kept informed with regard to the funds available, or to become available, for investment. The SubAdviser agrees to furnish to the Sub-SubAdviser the Prospectus, proxy statements, reports to shareholders, financial statements, declaration of trust and by-laws, and any amendments thereto, and such other information with regard to the affairs of the Fund as the Sub-SubAdviser may reasonably request. The Sub-SubAdviser shall report on a timely and ongoing basis to the SubAdviser and to the Board and shall make appropriate persons, including portfolio managers, available for the purpose of reviewing with representatives of the SubAdviser and the Board on a regular basis at reasonable times the management of the Allocated Assets, the performance of the Allocated Assets in relation to standard industry indices and the Fund’s own performance benchmark, and general conditions affecting the marketplace. The Sub-SubAdviser agrees to render to the SubAdviser and the Board on a timely basis such other periodic and special reports regarding its activities under this Agreement as the Adviser, SubAdviser or the Board may reasonably request. The Sub-SubAdviser shall provide, in a timely manner, the SubAdviser, Adviser, the Fund or the Board with such information and assurances (including certifications and sub-certifications) and with such assistance as the SubAdviser, Adviser, the Fund or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules, regulations and exemptive orders, including requirements in connection with the Adviser’s, the SubAdviser’s, the Sub-SubAdviser’s or the Board’s fulfillment of its responsibilities under Section 15(c) of the 1940 Act and the preparation and/or filing of periodic and other reports and filings required to maintain the registration and qualification of the Fund, or to meet other reporting, regulatory or tax requirements applicable to the Fund, under federal and state, and foreign securities, commodities and tax laws and other applicable laws. The Sub-SubAdviser shall review draft reports to shareholders, Prospectus or amendments thereto or portions thereof that relate to the Fund or the Sub-SubAdviser and other documents provided to the Sub-SubAdviser, provide comments on such drafts within seven (7) business days, and provide certifications or sub-certifications as to the accuracy of the information provided by the Sub-SubAdviser and/or contained in such reports or other documents within seven (7) business days. The Sub-SubAdviser shall further notify the SubAdviser promptly upon detection of any (i) error in connection with its management of the Allocated Assets, including but not limited to any trade errors, (ii) breach of any of the Policies or Guidelines, (iii) violation in any respect of the 1940 Act and Subchapter M of the Code and any violation in any material respect of any other applicable law or regulation, or (iv) material violation of the Sub-SubAdviser’s own compliance policies and procedures, in each case that relate to the Fund or the Allocated Assets. The Sub-SubAdviser shall also notify the SubAdviser promptly upon detection of any material violations of its compliance policies and procedures that relate to its activities as an investment adviser generally, to the extent that such violation would reasonably be considered material to the Sub-SubAdviser’s advisory clients. In the event of detection of such an error, breach or violation, the Sub-SubAdviser shall also provide a memorandum to the SubAdviser that sufficiently describes any such error and the action to be taken to prevent future occurrences of such error or, alternatively, a statement that the Sub-SubAdviser has reviewed the relevant controls, and has determined those controls are reasonably designed to prevent additional errors in the future (and, to the extent relevant, that such controls are reasonably designed to prevent violations of the federal securities laws). Further, the Sub-SubAdviser shall provide access to the SubAdviser and the Fund, or their agents, to all documents and information reasonably related to any error, its analysis and correction, and the correction of all errors impacting the Fund must be corrected to the reasonable satisfaction of the Adviser, SubAdviser and the Fund. Notwithstanding Section 10 of this Agreement, the Sub-SubAdviser will reimburse the Fund for costs, losses or damages actually incurred by the Fund arising out of or resulting from the error, if any, to the extent such costs, losses or damages are caused by or arising out of the actions or omissions of the Sub-SubAdviser. The Sub-SubAdviser shall promptly notify the SubAdviser and the Fund in writing of the occurrence of any of the following events: (i) any material breach of this Agreement; (ii) any of the representations and warranties of the Sub-SubAdviser contained herein becomes untrue in any material respect after the execution of this Agreement; (iii) the Sub-SubAdviser becomes aware that it is or is reasonably likely to become subject to any statutory disqualification pursuant to Section 9(b) of the 1940 Act or otherwise that prevents the Sub-SubAdviser from serving as an investment adviser or performing its duties pursuant to this Agreement; (iv) the Sub-SubAdviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board or body, or regulator (A) involving or in any way relevant to the affairs of the Fund, (B) impacting the Sub-SubAdviser’s ability to perform its obligations hereunder, or (C) that is material to the Sub-SubAdviser’s business; (v) any changes relating to the Sub-SubAdviser which pursuant to applicable law or regulation would require an amendment or other revision to the Fund’s prospectus, including (without limitation) with respect to the members of the Sub-SubAdviser’s portfolio management team; (vi) any proposed change in control of the Sub-SubAdviser; (vii) any proposed assignment of this Agreement, as defined under the 1940 Act; and (viii) any material adverse change in the Sub-SubAdviser’s business that may materially impair its ability to perform its duties pursuant to this Agreement. For purposes of this paragraph, a “material adverse change” includes, but is not limited to, a material loss of assets or accounts under management. The Sub-SubAdviser further agrees to notify the SubAdviser and the Fund promptly if any statement regarding the Sub-SubAdviser contained in the Fund’s Prospectus with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.

Information Concerning the Allocated Assets and Sub-SubAdviser. From time to time as the Adviser, SubAdviser or the Fund may reasonably request, the Sub-SubAdviser will furnish the requesting party information and reports, in a timely manner, on portfolio transactions and on of the Allocated Assets held in the portfolioAssets, all in such detail, form and frequency as the Adviser, SubAdviser or the Fund may reasonably request. The Sub-SubAdviser shall respond in writing to any request or questionnaire from the Fund’s 's Board under relating to its obligations pursuant to the requirements of Section 15(c) of the 1940 Act. The SubAdviser shall cause the Sub-SubAdviser to be kept informed with regard to the funds available, or to become available, for investment. The SubAdviser agrees to furnish to the Sub-SubAdviser the Prospectus, proxy statements, reports to shareholders, financial statements, declaration of trust and by-laws, and any amendments thereto, and such other information with regard to the affairs of the Fund as the Sub-SubAdviser may reasonably request. The Sub-SubAdviser shall report on a timely and ongoing basis basis, as reasonably requested by the SubAdviser, to the SubAdviser and to the Board and shall make appropriate persons, including portfolio managers, available for the purpose of reviewing with representatives of the SubAdviser and the Board on a regular basis at reasonable times the management of the Allocated Assets, the performance of the Allocated Assets in relation to standard industry indices and the Fund’s 's own performance benchmark, and general conditions affecting the marketplace. The Sub-SubAdviser agrees to render to the SubAdviser and the Board on a timely basis such other periodic and special reports regarding its activities under this Agreement as the Adviser, SubAdviser or the Board may reasonably request. The Sub-SubAdviser shall use commercially reasonable efforts to provide, in a timely manner, the SubAdviser, Adviser, the Fund or the Board with such information and assurances (including certifications and sub-certifications) and with such assistance as the SubAdviser, Adviser, the Fund or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules, regulations regulations, investment policies and exemptive orders, including requirements in connection with the Adviser’s's, the SubAdviser’s's, the Sub-Sub- SubAdviser’s 's or the Board’s 's fulfillment of its responsibilities under Section 15(c) of the 1940 Act and the preparation and/or filing of periodic and other reports and filings required to maintain the registration and qualification of the Fund, or to meet other reporting, regulatory or tax requirements applicable to the Fund, under federal and state, and foreign securities, commodities and tax laws and other applicable laws. The Upon reasonable request, the Sub-SubAdviser shall review draft reports to shareholders, the Prospectus or amendments thereto or portions thereof that relate to the Fund Allocated Assets or the Sub-SubAdviser and other documents provided to the Sub-SubAdviserSubAdviser that relate to the Allocated Assets, provide comments on such drafts within seven (7) business days, and provide certifications or sub-certifications as to the accuracy of the information provided in writing by the Sub-SubAdviser and/or contained in such reports or other documents within seven (7) business days. The Sub-SubAdviser shall further notify the SubAdviser promptly upon detection of any any (i) error in connection with its management of the Allocated Assets, including but not limited to any trade errors, (ii) breach of any of the Policies or Guidelines, (iii) violation in of any respect of applicable law or regulation, including the 1940 Act or, with respect to the Allocated Assets, and the obligations described in Section 2(b) of the Agreement, Subchapter M of the Code and any violation in any material respect of any other applicable law or regulationCode, or (iv) material violation of the Sub-SubAdviser’s 's own compliance policies and procedures, in each case that relate relates to the Fund or the Allocated AssetsAssets (collectively, "Error Events"). The Sub-SubAdviser shall also notify the SubAdviser promptly upon detection of any material violations of its compliance policies and procedures that relate to its activities as an investment adviser generally, to the extent that such violation would reasonably could be considered material to the Sub-SubAdviser’s 's advisory clients. In the event of detection of such an error, breach or violationError Event, the Sub-SubAdviser shall also provide a memorandum to the SubAdviser that sufficiently describes any such error and the steps to be taken to correct the error (including those steps taken consistent with the Sub-SubAdviser's trade error policy), the action to be taken to prevent future occurrences of such error or, alternatively, a statement that the Sub-SubAdviser has reviewed the its relevant controls, and has determined those controls are reasonably designed to prevent additional such errors in the future (and, to the extent relevant, that such controls are reasonably designed to prevent violations of the federal securities laws). Further, upon the reasonable request by the Board, the Adviser or the SubAdviser, the Sub-SubAdviser shall to the extent permitted under applicable laws and related to the Allocated Assets, provide access to the SubAdviser and the Fund, or their agents, to all documents and information reasonably directly related to any errorError Event, its analysis and correction, and its correction that would reasonably satisfy the request. The correction of all errors impacting the Fund must be corrected to the reasonable satisfaction of the Adviser, SubAdviser and the Fund. Notwithstanding Section 10 of this Agreement, the Sub-Sub- SubAdviser will reimburse the Fund for costs, losses or damages actually incurred by the Fund arising out of or resulting from the error, if any. For the avoidance of doubt, to the extent such costsSub-SubAdviser need not reimburse the Fund for any punitive, losses incidental, special, indirect or consequential damages are caused by or arising out of the actions or omissions of the Sub-SubAdviserresulting from any error. The Sub-SubAdviser shall promptly notify the SubAdviser and the Fund in writing of the occurrence of any of the following events: (i) any material breach of this Agreement; (ii) any of the representations and warranties of the Sub-SubAdviser contained herein becomes materially untrue in any material respect after the execution of this Agreement; (iii) the Sub-SubAdviser becomes aware that it is or is reasonably likely to may become subject to any statutory disqualification pursuant to Section 9(b) of the 1940 Act or otherwise that prevents the Sub-SubAdviser from serving as an investment adviser of an investment company registered under the 1940 Act or performing its duties pursuant to this Agreement; (iv) the Sub-SubAdviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board governmental, administrative or body, or regulator self-regulatory agency (A) involving or in any way relevant to the affairs Sub-SubAdviser's management of the FundAllocated Assets, (B) materially impacting the Sub-SubAdviser’s ' s ability to perform its obligations hereunder, or (C) that is material to the Sub-Sub- SubAdviser’s business's business as it relates to its performance of its duties under this Agreement; (v) any changes relating to of Xxxxxxx Xxxxx or Xxxxxxx Xxxxxxx (together with such other persons as the SubAdviser and the Sub-SubAdviser which pursuant may agree in writing from time to applicable law time, the "Key Personnel") are no longer active, or regulation would require an amendment or other revision are proposed to no longer be active, in the Fund’s prospectus, including (without limitation) with respect to day-to-day management of and/or trading decisions for the members of the Sub-SubAdviser’s portfolio management teamAllocated Assets; (vi) any proposed change in any of the Key Personnel and/or any change concerning any of the Key Personnel that may materially affect the Allocated Assets (including, without limitation, any change in the location of any such person or any adverse change in the position, function, regulatory or licensing status or other circumstances of any such person); (vii) any actual change in control or management of the Sub-SubAdviser; within the meaning of Rules 2a-6 and 202(a)(l)-1 under the 1940 Act and Advisers Act, respectively; (viiviii) any proposed assignment of this Agreement, as defined under the 1940 Act; and (viiiix) any material adverse change in the Sub-SubAdviser’s 's business that may materially impair its ability to perform its duties pursuant to this Agreement. For purposes of this paragraph, a “"material adverse change” " includes, but is not limited to, a material loss of assets or accounts under managementmanagement or the departure of senior investment professionals (including Key Personnel) to the extent such professionals are not replaced promptly by professionals of comparable experience and quality or material cybersecurity-related breaches or incidents. The Sub-SubAdviser further agrees to notify the SubAdviser and the Fund promptly if it becomes aware that any statement regarding the Sub-SubAdviser contained in the Fund’s 's Prospectus with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.

Information Concerning the Allocated Assets and Sub-SubAdviser. From time to time as the Adviser, SubAdviser or the Fund may reasonably request, the Sub-SubAdviser will furnish the requesting party information and reports, in a timely manner, on portfolio transactions and on of the Allocated Assets held in the portfolioAssets, all in such detail, form and frequency as the Adviser, SubAdviser or the Fund may reasonably request. The Sub-SubAdviser shall respond in writing to any request or questionnaire from the Fund’s Board under relating to its obligations pursuant to the requirements of Section 15(c) of the 1940 Act. The SubAdviser shall cause the Sub-SubAdviser to be kept informed with regard to the funds available, or to become available, for investment. The SubAdviser agrees to furnish to the Sub-SubAdviser the Prospectus, proxy statements, reports to shareholders, financial statements, declaration of trust and by-laws, and any amendments thereto, and such other information with regard to the affairs of the Fund as the Sub-SubAdviser may reasonably request. The Sub-SubAdviser shall report on a timely and ongoing basis basis, as reasonably requested by the SubAdviser, to the SubAdviser and to the Board and shall make appropriate persons, including portfolio managers, available for the purpose of reviewing with representatives of the SubAdviser and the Board on a regular basis at reasonable times the management of the Allocated Assets, the performance of the Allocated Assets in relation to standard industry indices and the Fund’s own performance benchmark, and general conditions affecting the marketplace. The Sub-SubAdviser agrees to render to the SubAdviser and the Board on a timely basis such other periodic and special reports regarding its activities under this Agreement as the Adviser, SubAdviser or the Board may reasonably request. The Sub-SubAdviser shall use commercially reasonable efforts to provide, in a timely manner, the SubAdviser, Adviser, the Fund or the Board with such information and assurances (including certifications and sub-certifications) and with such assistance as the SubAdviser, Adviser, the Fund or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules, regulations regulations, investment policies and exemptive orders, including requirements in connection with the Adviser’s, the SubAdviser’s, the Sub-SubAdviser’s or the Board’s fulfillment of its responsibilities under Section 15(c) of the 1940 Act and the preparation and/or filing of periodic and other reports and filings required to maintain the registration and qualification of the Fund, or to meet other reporting, regulatory or tax requirements applicable to the Fund, under federal and state, and foreign securities, commodities and tax laws and other applicable laws. The Upon reasonable request, the Sub-SubAdviser shall review draft reports to shareholders, the Prospectus or amendments thereto or portions thereof that relate to the Fund Allocated Assets or the Sub-SubAdviser and other documents provided to the Sub-SubAdviserSubAdviser that relate to the Allocated Assets, provide comments on such drafts within seven (7) business days, and provide certifications or sub-certifications as to the accuracy of the information provided in writing by the Sub-SubAdviser and/or contained in such reports or other documents within seven (7) business days. The Sub-SubAdviser shall further notify the SubAdviser promptly upon detection of any (i) error in connection with its management of the Allocated Assets, including but not limited to any trade errors, (ii) breach of any of the Policies or Guidelines, (iii) violation in of any respect of applicable law or regulation, including the 1940 Act or, with respect to the Allocated Assets, and the obligations described in Section 2(b) of the Agreement, Subchapter M of the Code and any violation in any material respect of any other applicable law or regulationCode, or (iv) material violation of the Sub-SubAdviser’s own compliance policies and procedures, in each case that relate relates to the Fund or the Allocated AssetsAssets (collectively, “Error Events”). The Sub-SubAdviser shall also notify the SubAdviser promptly upon detection of any material violations of its compliance policies and procedures that relate to its activities as an investment adviser generally, to the extent that such violation would reasonably could be considered material to the Sub-SubAdviser’s advisory clients. In the event of detection of such an error, breach or violationError Event, the Sub-SubAdviser shall also provide a memorandum to the SubAdviser that sufficiently describes any such error and the steps to be taken to correct the error (including those steps taken consistent with the Sub-SubAdviser's trade error policy), the action to be taken to prevent future occurrences of such error or, alternatively, a statement that the Sub-SubAdviser has reviewed the its relevant controls, and has determined those controls are reasonably designed to prevent additional such errors in the future (and, to the extent relevant, that such controls are reasonably designed to prevent violations of the federal securities laws). Further, upon the reasonable request by the Board, the Adviser or the SubAdviser, the Sub-SubAdviser shall to the extent permitted under applicable laws and related to the Allocated Assets, provide access to the SubAdviser and the Fund, or their agents, to all documents and information reasonably directly related to any errorError Event, its analysis and correction, and its correction that would reasonably satisfy the request. The correction of all errors impacting the Fund must be corrected to the reasonable satisfaction of the Adviser, SubAdviser and the Fund. Notwithstanding Section 10 of this Agreement, the Sub-SubAdviser will reimburse the Fund for costs, losses or damages actually incurred by the Fund arising out of or resulting from the error, if any. For the avoidance of doubt, to the extent such costsSub-SubAdviser need not reimburse the Fund for any punitive, losses incidental, special, indirect or consequential damages are caused by or arising out of the actions or omissions of the Sub-SubAdviserresulting from any error. The Sub-SubAdviser shall promptly notify the SubAdviser and the Fund in writing of the occurrence of any of the following events: (i) any material breach of this Agreement; (ii) any of the representations and warranties of the Sub-SubAdviser contained herein becomes materially untrue in any material respect after the execution of this Agreement; (iii) the Sub-SubAdviser becomes aware that it is or is reasonably likely to may become subject to any statutory disqualification pursuant to Section 9(b) of the 1940 Act or otherwise that prevents the Sub-SubAdviser from serving as an investment adviser of an investment company registered under the 1940 Act or performing its duties pursuant to this Agreement; (iv) the Sub-SubAdviser shall have been served or otherwise becomes aware of any action, suit, proceeding, inquiry or investigation applicable to it, at law or in equity, before or by any court, public board governmental, administrative or body, or regulator self-regulatory agency (A) involving or in any way relevant to the affairs Sub-SubAdviser's management of the FundAllocated Assets, (B) materially impacting the Sub-SubAdviser’s ability to perform its obligations hereunder, or (C) that is material to the Sub-SubAdviser’s businessbusiness as it relates to its performance of its duties under this Agreement; (v) any changes relating to of Xxxxxxx Xxxxx or Xxxxxxx Xxxxxxx (together with such other persons as the SubAdviser and the Sub-SubAdviser which pursuant may agree in writing from time to applicable law time, the “Key Personnel”) are no longer active, or regulation would require an amendment or other revision are proposed to no longer be active, in the Fund’s prospectus, including (without limitation) with respect to day-to-day management of and/or trading decisions for the members of the Sub-SubAdviser’s portfolio management teamAllocated Assets; (vi) any proposed change in any of the Key Personnel and/or any change concerning any of the Key Personnel that may materially affect the Allocated Assets (including, without limitation, any change in the location of any such person or any adverse change in the position, function, regulatory or licensing status or other circumstances of any such person); (vii) any actual change in control or management of the Sub-SubAdviser; within the meaning of Rules 2a-6 and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively; (viiviii) any proposed assignment of this Agreement, as defined under the 1940 Act; and (viiiix) any material adverse change in the Sub-SubAdviser’s business that may materially impair its ability to perform its duties pursuant to this Agreement. For purposes of this paragraph, a “material adverse change” includes, but is not limited to, a material loss of assets or accounts under managementmanagement or the departure of senior investment professionals (including Key Personnel) to the extent such professionals are not replaced promptly by professionals of comparable experience and quality or material cybersecurity-related breaches or incidents. The Sub-SubAdviser further agrees to notify the SubAdviser and the Fund promptly if it becomes aware that any statement regarding the Sub-SubAdviser contained in the Fund’s Prospectus with respect to the Fund, or any amendment or supplement thereto, becomes untrue or incomplete in any material respect.