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 Company and the Adviser informed of developments of which the Sub-Adviser has knowledge that is reasonably likely to have a material adverse effect on the Sub-Adviser’s ability to provide services to the Fund as provided for herein. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives written notice of, or is threatened in writing with, any material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, governmental, administrative or self-regulatory agency, or public board or body, involving the affairs of the Fund, and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.

Notice of Material Actions / Change in Control. The Sub-Adviser will keep the Company Trust and the Adviser informed of developments of which the Sub-Adviser has has, or should have, knowledge that is reasonably likely to have a material adverse effect on would materially impact the ability of the Sub-Adviser’s ability Adviser to provide services to manage the Fund as provided for hereinassets of the Allocated Portion. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives written notice of, or is threatened in writing with, of 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, Fund or (B) that may reasonably be expected to materially affect the investment management business of the Sub-Adviser and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.

Notice of Material Actions / Change in Control. The Sub-Adviser will use reasonable best efforts to keep the Company Trust and the Adviser informed of developments relating directly to the Sub-Adviser and its services hereunder of which the Sub-Adviser has knowledge that is reasonably likely to have a material adverse effect on would materially affect the Sub-Adviser’s ability to provide services to Fund. Notwithstanding the Fund as provided for herein. The foregoing, the Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives written notice of, or is threatened in writing 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, Fund or (B) that may reasonably be expected to materially affect the investment management business of the Sub-Adviser and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day to day management of the Allocated Portion, including, but not limited to, Xxxx Xxxxxx (the “Key Person”).

Notice of Material Actions / Change in Control. The Sub-Adviser will keep the Company Trust and the Adviser informed of developments of which the Sub-Adviser has knowledge that is reasonably likely to have a material adverse effect on would materially affect the Sub-Adviser’s ability to provide services to the Fund as provided for hereinFund. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives written notice of, or is threatened in writing with, of 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 FundFund or (B) that the Sub-Adviser reasonably believes, acting in good faith, could be expected to materially affect the investment management business of the Sub-Adviser, unless, in the opinion of the Sub-Adviser’s counsel, the Sub-Adviser would be legally prohibited from doing so, and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.

Notice of Material Actions / Change in Control. The Sub-Adviser will keep the Company Trust and the Adviser informed of developments of which relating to its duties as Sub-Adviser hereunder that the Sub-Adviser has knowledge that is reasonably likely to believes would have a material adverse effect on the Sub-Adviser’s ability to provide services to the Fund as provided for hereinFund. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives written notice of, or is threatened in writing 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, Fund or (B) that may reasonably be expected to materially affect the investment management business of the Sub-Adviser and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.. Exhibit d.23

Notice of Material Actions / Change in Control. The Sub-Adviser will keep the Company and the Adviser informed of developments matters affecting the Sub-Adviser of which the Sub-Adviser has knowledge that is reasonably likely to have a material adverse effect on would materially affect the Sub-Adviser’s ability to provide services to manage the Fund as provided for hereinAllocated Portfolio. The Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives written notice of, or is threatened in writing with, any material action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, governmental, administrative or self-regulatory agency, or public board or body, involving the affairs of the Fund, Fund that would (in the Sub-Adviser’s reasonable opinion) materially affect the Sub-Adviser’s ability to manage the Allocated Portfolio and (ii) any material change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.

Notice of Material Actions / Change in Control. The To the extent legally permissible, the Sub-Adviser will keep the Company Trust and the Adviser informed of developments of which relating to its duties as Sub-Adviser hereunder that the Sub-Adviser has knowledge that is reasonably likely to believes would have a material adverse effect on the Sub-Adviser’s ability to provide services to Fund. To the Fund as provided for herein. The extent legally permissible, the Sub-Adviser will promptly notify the Adviser in writing of the occurrence of any of the following events (i) it is served or otherwise receives written notice of, or is threatened in writing with, any non-routine 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, Fund or (B) that may reasonably be expected to materially and adversely affect the investment management business of the Sub-Adviser and (ii) any change in the partners of the Sub-Adviser or in the actual control or management of the Sub-Adviser or change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion.