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

Notice of Material Actions / Change in Control. The Sub-Adviser will promptly notify the Adviser in writing of developments relating to its duties as sub-adviser of which the Sub-Adviser has, or should have, knowledge that would materially affect the Fund, including, but not limited to, any of the following events (i) any change in the executive officers, partners, or key personnel of the Sub-Adviser, including, without limitation, if either Xxxxxx Xxxxxx or Xxxxxx Xxxxx shall cease to be employed by the Sub-Adviser or oversee the implementation by the Sub-Adviser of the Strategy; (ii) any actual or expected change in control or management of the Sub-Adviser; (iii) any change in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion; and (iv) the commencement of any proceedings relating to, conviction of, final regulatory determination with respect to, settlement involving, or guilty or “no contest” plea by the Sub-Adviser or any of its executive officers (including, without limitation, Xxxxxx Xxxxxx or Xxxxxx Xxxxx) to a securities-related criminal offense or upon the final determination by a regulatory authority that any of the foregoing persons has committed a material securities-related regulatory violation. The Adviser will promptly notify the Sub-Adviser in writing of developments relating to the Fund of which the Adviser has, or should have, knowledge that would materially affect the Allocated Portion, including, but not limited to, any of the following events (i) any actual or expected change in control of the Adviser; and (ii) the commencement of any proceedings relating to, conviction of, final regulatory determination with respect to, settlement involving, or guilty or “no contest” plea by the Adviser or any of its executive officers to a securities-related criminal offense or upon the determination by a regulatory authority that any of the foregoing persons has committed a material securities-related regulatory violation.

Notice of Material Actions / Change in Control. The Sub-Adviser will keep the Trust and the Adviser informed of developments relating to its duties as sub-adviser that the Sub-Adviser reasonably believes could materially affect the Fund. The Sub-Adviser will promptly notify the Adviser in writing of developments if it is served or otherwise receives notice of, or receives any material threat in writing of, any action, suit, proceeding, or inquiry, at law or in equity, before or by any court, governmental, administrative or self-regulatory agency, or public board or body (including without limitation, any enforcement action, administrative proceeding, deficiency letter, responses to deficiency letters or similar communications or actions) (i) relating to its duties as subthe affairs of the Fund, the Allocated Portion, or the Sub-adviser Adviser’s management of which the Allocated Portion; or (ii) that the Sub-Adviser hasreasonably believes could have a material adverse impact on the Sub-Adviser’s ability to manage the Allocated Portion (each, or should havea “Material Action”). Upon request, knowledge that would materially affect the FundSub-Adviser shall promptly make available such documents to the Adviser unless, including, but not limited to, any of the following events (i) any change in the executive officers, partners, or key personnel opinion of the Sub-Adviser, including, without limitation, if either Xxxxxx Xxxxxx or Xxxxxx Xxxxx shall cease to be employed by ’s counsel (which may include the Sub-Adviser’s in-house counsel) the Sub-Adviser would be prohibited from doing so by law or such disclosure would be materially prejudicial to the interests of the Sub-Adviser in such Material Action. Additionally, the Sub-Adviser will promptly notify the Adviser in writing if (a) either Xxx Xxxxxx or Xxxxxx Xxxx ceases to oversee the implementation by the Sub-Adviser of the Strategy; , or (iib) any there is an actual or expected change in control or management of the Sub-Adviser; (iii) any change Adviser that results in the portfolio manager(s) primarily responsible for the day-to-day management of the Allocated Portion; and (iv) the commencement of any proceedings relating to, conviction of, final regulatory determination with respect to, settlement involving, or guilty or “no contest” plea by the Sub-Adviser or any of its executive officers (including, without limitation, Xxxxxx Xxxxxx or Xxxxxx Xxxxx) to a securities-related criminal offense or upon the final determination becoming an entity not controlled by a regulatory authority that any of the foregoing persons has committed a material securities-related regulatory violation. The Adviser will promptly notify the Sub-Adviser in writing of developments relating to the Fund of which the Adviser has, or should have, knowledge that would materially affect the Allocated Portion, including, but not limited to, any of the following events (i) any actual or expected change in control of the Adviser; and (ii) the commencement of any proceedings relating to, conviction of, final regulatory determination with respect to, settlement involving, or guilty or “no contest” plea by the Adviser or any of its executive officers to a securities-related criminal offense or upon the determination by a regulatory authority that any of the foregoing persons has committed a material securities-related regulatory violation.Xxxxxxx Sachs Group Inc.