Common use of Notice of Material Actions / Change in Control Clause in Contracts

Notice of Material Actions / Change in Control. The Sub-Adviser will keep the Fund and the Adviser informed of developments relating to its duties as a sub-adviser of which the Sub-Adviser has knowledge that would materially, in the judgment of the Sub-Adviser, affect the Fund. The Sub-Adviser will, as promptly as reasonably practicable, notify the Adviser in writing of the occurrence of any of the following events: (i) it is served or otherwise receives notice of, or is threatened with, any material action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental, administrative or self-regulatory agency, or public board or body (A) involving the affairs of the Fund or (B) that could reasonably be viewed as material, in the judgment of the Sub-Adviser, to the Sub-Adviser’s ability to provide services to the Fund; and (ii) there is any change in the actual control or management of the Sub-Adviser or in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion, provided, however, that the Sub-Adviser shall use its commercially reasonable efforts to notify the Adviser, as promptly as reasonably practicable, following the execution of an agreement that, if consummated, would result in a change in control of the Sub-Adviser.