Common use of Notification of Breach / Compliance Reports Clause in Contracts

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 1000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall promptly notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Sub-Adxxxxx xxxx xxxmptly notify the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s chief compliance officer immediately upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines guidelines, or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such said failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Adviser also shall also provide the officers of the Trust with supporting certifications in connection with such said certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx ActAct of 2002, as amended. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; , or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws, or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Sxxxxxxx- Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will Txx Xxxxxxx xxxl promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15 hereof) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Axxxxxx xxxx xxomptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 1000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s chief compliance officer immediately upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines guidelines, or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such said failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Adviser also shall also provide the officers of the Trust with supporting certifications in connection with such said certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx ActAct of 2002, as amended. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; , or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws, or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s CCO immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; , or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws, or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 14) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure with respect to manage its determinations provided to the Adviser in connection with the management of any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly promptly, work with the Adviser and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s CCO the following: (i) a report of any material violations of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect to the Sub-Adviser’s Compliance Program; (ii) on a quarterly basis, a report of any material changes to the policies and procedures that compose the Sub-Adviser’s Compliance Program; (iii) a copy of the Sub-Adviser’s chief compliance officer’s report (or similar document(s) which serve the same purpose) regarding his or her annual review of the Sub-Adviser’s Compliance Program, as required by Rule 206(4)-7 under the Advisers Act; and (iv) an annual (or more frequently as the CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Section 3 of this Agreement. The Sub-Adviser shall also provide the CCO with reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Sub-Adviser.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 1000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; , or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx ActAct in a form mutually agreed by the parties. The Adviser will promptly notify the Trust in the event (ix) the Adviser is served or otherwise receives written notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws, or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 14) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Adxxxxx xxxx xxxmptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall promptly notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 1000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser Advisor shall notify the Trust Trust’s CCO immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; , or (ii) any material breach of any of the Funds’ each Fund’s or the AdviserAdvisor’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser Advisor shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the AdviserAdvisor’s obligations under this Agreement. The Adviser Advisor agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser Advisor will promptly notify the Trust in the event (ix) the Adviser Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser Advisor with the federal or state securities laws laws, or (iiy) of an actual change in control of the Adviser Advisor resulting in an “assignment” (as defined in the 0000 XxxSection 14) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser Advxxxx will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser Sub‑Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the Sarbanes‑Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes‑Oxley Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as Code (if applicable), and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly xxxx xxxxxxxx notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s chief compliance officer promptly upon detection of of: (i) any material failure to manage any the Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund’s or the Adviser’s policies, guidelines guidelines, or procedures. In addition, the Adviser shall provide shall, upon request and in a quarterly mutually agreed format, report regarding each the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policiesInvestment Limitations, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to take reasonable steps to correct any such failure to comply with Investment Limitations promptly and to take any action that the Board may reasonably request in connection with any such said breach. Upon request, the Adviser also shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; , or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws, or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 14) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Funds. In addition, the Adviser shall provide a respond to quarterly report regarding requests for information concerning each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Sxxxxxxx- Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ia) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iib) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 1000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the Sarbanes‑Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 14) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxxxxx- Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s chief compliance officer promptly upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to seek to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s chief compliance officer immediately upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines guidelines, or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and the diversification and source of income rules of Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx ActAct of 2002, as amended. The Adviser will shall promptly notify the Trust in the event that: (iA) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiB) an actual change in control of the Adviser resulting in an “assignment” (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s chief compliance officer immediately upon detection of of: (i) any material failure to manage any the Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund’s or the Adviser’s policies, guidelines guidelines, or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such said failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Adviser also shall also provide the officers of the Trust with supporting certifications in connection with such said certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly xxxx xxxxxxxx notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust's chief compliance officer as soon as reasonably practicable upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees shall take such action as it deems necessary to correct any such failure promptly and to take any action that taking into account the Board may reasonably request in connection with any such breachBoard's reasonable requests. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications as reasonably required in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Adxxxxx xxxx xxxmptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; , or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Interim Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx ActAct in a form mutually agreed by the parties. The Adviser will promptly notify the Trust in the event (ix) the Adviser is served or otherwise receives written notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws, or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 14) that has occurred or is otherwise proposed to occur.. 4 Interim Investment Advisory Agreement

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any Fund the Funds in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s the Funds' compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s Funds' policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will Txx Xxxxxxx xxxl promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the a Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s chief compliance officer immediately upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Funds immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly notify the Trust in the event Txxxx xx xxx xxent (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately as soon as reasonably practicable upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly as soon as reasonably practicable and to take any action that the Board may reasonably request in connection with any such breach. Upon reasonable request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly will, as soon as reasonably practicable. notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws likely to have a material impact on the Trust or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Funds immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will Xxxxxxx xxxx promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s chief compliance officer promptly upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines guidelines, or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such said failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Adviser also shall also provide the officers of the Trust with supporting certifications in connection with such said certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx ActAct of 2002, as amended. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s chief compliance officer promptly upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines guidelines, or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such said failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Adviser also shall also provide the officers of the Trust with supporting certifications in connection with such said certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx ActAct of 2002, as amended. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly notify the Trust in the event xxx xxxxx (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the Sarbanes‑Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s chief compliance officer immediately upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any (A) those of the Funds’ Fund’s policies, guidelines or procedures that have been provided to the Adviser (together the “Fund Policies”) or (B) the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures Fund Policies as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust Trust’s chief compliance officer with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser Sub‑Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the Sarbanes‑Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes‑Oxley Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M and Section 817(h) of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust's chief compliance officer promptly upon detection of (i) any material failure to manage any a Fund in accordance with its investment objectives and policies limitations as set forth in the Fund's Statement of Additional Information, as amended from time to time (the "Investment Limitations") or any applicable law; or (ii) any material breach of any of the Funds’ Investment Limitations or the Adviser’s policies, guidelines or procedures's policies and procedures that pertain to a Fund. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Axxxxxx xxxx xxomptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Advxxxx xxxx xxxxptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s chief compliance officer immediately upon detection of of: (i) any material failure to manage any the Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund’s or the Adviser’s policies, guidelines guidelines, or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such said failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Adviser also shall also provide the officers of the Trust with supporting certifications in connection with such said certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Sxxxxxxx- Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breachpromptly. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15 hereof) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws law or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any a Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s 's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding periodic certifications, as reasonably requested, that each Fund’s Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s Sub-Adviser's policies, guidelines or procedures as applicable to the Adviser’s obligations services provided by the Sub-Adviser under this Agreement. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board Adviser may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxThe Sub-Xxxxx Act. The Adviser will promptly notify the Trust in the event Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust a Fund (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) the controlling stockholder or executive committee of the Sub-Adviser changes, there is otherwise an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser resulting or a material change in management of the Sub-Adviser) or an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occurpropoxxx xx xxxxx.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Advxxxx xxxx xxxxptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, if requested, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M and Section 817(h) of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust's chief compliance officer promptly upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies provided to the Adviser in writing or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s policies, guidelines or proceduresprocedures provided to the Adviser in writing, or the Adviser's policies, guidelines or procedures as they relate to the management of the Fund. In addition, the Adviser shall provide a quarterly report to the Trust regarding each the Fund’s 's compliance with its such investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to seek to correct any such failure promptly promptly, subject to orderly disposition of assets by the Adviser in its sole discretion, and to take any such further action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Adxxxxx xxxx xxxmptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s chief compliance officer upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines guidelines, or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such said failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Adviser also shall also provide the officers of the Trust with supporting certifications in connection with such said certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx ActAct of 2002, as amended. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust immediately Adviser promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s Funds' compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 1000 Xxx) has occurred or is otherwise proposed to occur.. A/75213542.10

Notification of Breach / Compliance Reports. The Adviser shall promptly notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Adviser immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Sub-Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Sub-Adviser agrees to use best efforts to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust's chief compliance officer promptly upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Unless the Adviser and the Trust mutually agree that correcting such failure is not in the best interests of the Fund or is not practicable, the Adviser agrees to correct any such failure promptly in a manner mutually agreeable between the Adviser and the Trust and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall promptly notify the Trust immediately upon detection Board of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended ( “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust Board in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ each Fund’s or the Adviser’s policies, guidelines guidelines, or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (ix) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15 hereof) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure of the Sub-Adviser to manage any the Fund in accordance with its the applicable investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or proceduresprocedures relating to the Fund's assets managed by the Sub-Adviser. In addition, the Sub-Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Sub-Adxxxxx xxxx xxxmptly notify the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s chief compliance officer immediately upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines guidelines, or procedures; or (iii) any material breach of a Fund’s policies, guidelines, or procedures that the Adviser has been notified of in writing. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines guidelines, or procedures that the Adviser has been notified of in writing and as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such said failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Adviser also shall also provide the officers of the Trust with supporting certifications in connection with such said certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx ActAct of 2002, as amended. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust's chief compliance officer promptly upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies provided to the Adviser in writing or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s Fund's policies, guidelines or proceduresprocedures provided to the Adviser in writing, or the Adviser's policies, guidelines or procedures as they relate to the management of the Fund. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its such investment objectives and objectives, policies, and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to seek to correct any such failure promptly promptly, subject to orderly disposition of assets by the Adviser in its sole discretion, and to take any such further action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will Adxxxxx xxxx promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust immediately Trust's Chief Compliance Officer and Adviser promptly upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's applicable policies, guidelines Investment Guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's and the Adviser's policies, guidelines Investment Guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this AgreementAgreement as provided to the Sub-Adviser. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon reasonable request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications certifications, to the extent applicable, in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Sub-Adxxxxx xxxx xxxmptly notify the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry proceeding or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly notify the Trust in the event thx xxxnt (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure of the Sub-Adviser to manage any the Fund in accordance with its the applicable investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or proceduresprocedures relating to the Fund's assets managed by the Sub-Adviser. In addition, the Sub-Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will promptly xxxx xxxxxxxx notify the Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser Advisor shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund’s or the AdviserAdvisor’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser Advisor shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, Code as applicableit relates to the Fund’s election to be taxed as a REIT, and the Fund’s policies, guidelines or procedures as applicable to the AdviserAdvisor’s obligations under this Agreement. The Adviser Advisor agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser Advisor will promptly notify the Trust in the event event: (i) the Adviser Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser Advisor with the federal or state securities laws laws; or (ii) of an actual change in control of the Adviser Advisor resulting in an “assignment” (as defined in the 0000 XxxSection 14) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser agrees to provide the Trust and its agents with reasonable access, during normal business hours, to the Adviser’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Adviser. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust’s chief compliance officer immediately upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In additionguidelines, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable in relation to the Adviser’s obligations under this Agreementservices provided hereunder. The Adviser agrees to correct any such said failure promptly and to take any action that the Board reasonably may reasonably request in connection with any such said breach. Upon requestPrior to each regular meeting of the Board of the Trust on behalf of each Fund, the Adviser shall also provide the officers Board with reports regarding the Adviser’s compliance with each Fund’s investment objectives and policies, Subchapter M of the Trust with supporting certifications Code, and the 1940 Act and applicable rules and regulations under the 1940 Act, each of which shall be in connection with such certifications of Fund financial statements form as may be mutually agreed upon by the Adviser and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Acteach Fund. The Adviser will shall promptly notify the Trust in the event that: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Adviser resulting in an “assignment” (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event event: (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws laws; or (iiy) of an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 XxxSection 15 hereof) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall promptly notify the Trust immediately upon detection Board of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ a Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls and procedures adopted pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended ( “Sxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust Board in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser Xxx Xxxxxxx will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Fund's chief compliance officer immediately upon detection of (i) any material failure to manage any Fund the Assets in accordance with its the Fund's investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. The Adviser agrees to promptly advise the Board regarding a recommendation to correct any such failure and will take such action that the Board authorizes to correct such failure. The Adviser further agrees to take such action that the Board may reasonably request in connection with any breach of the Fund's or the Adviser's policies. In addition, the Adviser shall provide a quarterly report regarding each Fund’s the Assets' compliance with its the Fund's investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust Fund with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust Fund in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust Fund (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Funds immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will Adxxxxx xxxx promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ ' or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s 's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M and Section 817(h) of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly notify pxxxxxxx xxxxxx the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s 's ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust Trust's chief compliance officer immediately upon the Adviser's detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund's or the Adviser’s 's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s 's compliance with its investment objectives the Investment Policies and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s 's policies, guidelines or procedures as applicable to the Adviser’s 's obligations under this Agreement. The Adviser agrees to seek to correct promptly any such failure promptly violation of the Investment Policies, subject to orderly disposition of assets by the Adviser in its sole discretion. and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with as may be required to complete such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Adviser will promptly Adxxxxx xxxx xxxmptly notify the Trust in the event (i) that the Adviser is served with or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, court or regulatory body, involving (A) the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendantclass) or (B) the compliance by the Adviser with the federal or state securities laws ; or (ii) of an actual change in control of the Adviser resulting in an “"assignment” " (as defined in the 0000 Xxx1940 Act) that has occurred or is otherwise occurrex xx xx proposed to occur.

Notification of Breach / Compliance Reports. The Adviser shall notify the Trust immediately Trust’s chief compliance officer promptly upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to seek to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Adviser Advisor shall notify the Trust immediately Trust’s CCO promptly upon detection of of: (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ Fund’s or the AdviserAdvisor’s policies, guidelines or proceduresprocedures with respect to the Fund. In addition, the Adviser Advisor shall provide a respond to quarterly report regarding each requests for information concerning the Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the AdviserAdvisor’s obligations under this Agreement. The Adviser Advisor agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act. The Adviser Advisor will promptly notify the Trust in the event event: (i) the Adviser Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser Advisor with the federal or state securities laws laws; or (ii) of an actual change in control of the Adviser Advisor resulting in an “assignment” (as defined in the 0000 XxxSection 14) that has occurred or is otherwise proposed to occur.