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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of any material failure with respect to 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. The Sub-Adviser agrees to correct any such failure 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 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 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 1940 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 Adviser immediately upon detection of any material failure with respect to its determinations provided to the Adviser in connection with the management breach of any Fund in accordance with its investment objectives and policies this Agreement or any applicable law. The Sub-Adviser agrees to correct any such failure breach promptly, work with the Adviser and the Board to enable them to correct any such failure breach 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 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 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 1940 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’s Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund’s and the Adviser’s policies, guidelines or procedures as applicable to the Sub-Adviser’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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 Adviser 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 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 1940 Act0000 Xxx) 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 Adviser Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any Fund in accordance with its investment objectives the Fund’s Investment Strategy; or (ii) any material breach of any of the Fund’s or the Sub-Adviser’s policies, guidelines, or procedures with respect to the Fund. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and policies or any Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also shall also provide the officers of the Trust Fund 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”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Fund and the Adviser in the event that: (i) the Sub-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 or the Adviser Fund (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 Sub-Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Subadviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly (or in a time and manner as might otherwise by requested by said Chief Compliance Officers) upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Subadviser’s policies, guidelines, or procedures. In addition, to the extent all of the Fund’s assets are allocated to be managed by the Sub-Adviser, the Subadviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Subadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also shall also provide the officers of the Trust with supporting certifications relating to the Subadviser’s services 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”)2002, and the implementing regulations adopted thereunder, and agrees to inform as amended. The Subadviser promptly shall notify 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 and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 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 Subadviser with the federal or state securities laws related to the Subadviser’s ability to provide services under this Agreement; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Adviser immediately upon detection of any material failure with respect to 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. The Sub-Adviser agrees to correct any such failure 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 Act1000 Xxx) 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 Act1000 Xxx) 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 Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Sub-Adviser’s policies, guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 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 laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Adviser immediately upon detection of any material failure with respect to 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. The Sub-Adviser agrees to correct any such failure 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 Act1000 Xxx) has occurred or is otherwise proposed to occur. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s CCO Chief Compliance Officer (“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 Act1000 Xxx) 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 Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Section 3 of this Agreement. . (b) The Sub-Adviser shall also provide the Trust’s 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 Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage 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 breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly certification that the 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, and the Fund's and the Adviser's policies, guidelines or procedures. 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, work with the Adviser promptly 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 The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications in connection with such certifications of Fund the Fund's financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser in the event 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, (A) involving the affairs of the Trust or the Adviser 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 (B) the compliance by the Sub-Adviser with the federal or state securities laws in connection with the management of the Fund or, if instituted by the Commission, in connection with the Sub-Adviser's business generally 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 1940 Act) has occurred hasoccurred or is otherwise proposed rexxxxxxxx likely 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 Subadviser shall notify the Adviser Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Subadviser’s policies, guidelines, or procedures. In addition, the Subadviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Subadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also 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”)2002, and the implementing regulations adopted thereunder, and agrees to inform as amended. The Subadviser promptly shall notify 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 and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 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 Subadviser with the federal or state securities laws laws; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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's Chief Compliance Officer and Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 Adviser 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 or the Adviser (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 1940 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 Subadviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly (or in a time and manner as might otherwise by requested by said Chief Compliance Officers) upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Subadviser’s policies, guidelines, or procedures. In addition, the Subadviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Subadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also shall also provide the officers of the Trust with supporting certifications relating to the Subadviser’s services 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”)2002, and the implementing regulations adopted thereunder, and agrees to inform as amended. The Subadviser promptly shall notify 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 and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 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 Subadviser with the federal or state securities laws related to the Subadviser’s ability to provide services under this Agreement; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Sub-Adviser’s policies, guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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 “Xxxxxxxx-Xxxxx Act”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 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 laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of 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 Sub-Adviser shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Funds' and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the 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 Adviser 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 or the Adviser (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) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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 Adviser immediately upon detection of any material failure with respect to 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. The Sub-Adviser agrees to correct any such failure 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 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 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 1940 Act0000 Xxx) has occurred or is otherwise proposed to occur. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s CCO Chief Compliance Officer (“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 Act0000 Xxx) 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 Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Section 3 of this Agreement. . (b) The Sub-Adviser shall also provide the Trust’s 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 Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Sub-Adviser’s policies, guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding, to the best of its knowledge and information, each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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 (2002, as amended. To the “Xxxxxxxx-Xxxxx Act”)extent permitted by law, 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 shall notify the Trust and the Adviser in the event that: (i) the Sub-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 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 laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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’s Chief Compliance Officer and Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to manage 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 Fund’s written policies, guidelines or procedures provided to the Sub-Adviser. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund’s compliance with its investment objectives and policies and applicable law and the Fund’s policies, guidelines or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees to correct any such failure 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 may, in its discretion, provide such quarterly compliance certifications to the Board may reasonably request in connection with any such breachBoard. Upon request, the 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 Adviser 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 or the Adviser (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 Sub-Adviser with the federal or state securities laws if such actions, suits, proceedings, inquiries or investigations would reasonably be expected to have a material adverse effect on the Sub-Adviser’s ability to perform its services hereunder or (ii) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 1940 Act0000 Xxx) 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the 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 XxxxxxxxSarbanes-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 Oxley Act. The SubSux-Adviser will Xxxxxxx xxxx promptly notify the Adviser 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 or the Adviser (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) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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 Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with Managed Assets of the management of any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures as they relate to the Managed Assets. In addition, the Sub-Adviser shall provide a monthly certification that the Fund, as it relates to the Managed Assets, 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, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser promptly 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 The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications in connection with such certifications of Fund the Fund's 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 Adviser in the event 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 or the Adviser 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 1940 Act0000 Xxx) 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of 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 Sub-Adviser shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Funds' and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the 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 XxxxxxxxSarbanes-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 Oxley Act. The SubSux-Adviser will Xxxxxxx xxxx promptly notify the Adviser 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 or the Adviser (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) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Sub-Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 Adviser 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 or the Adviser (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 1940 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 Adviser immediately upon detection of any material failure with respect to 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. The Sub-Adviser agrees to correct any such failure 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 Act1000 Xxx) has occurred or is otherwise proposed to occur. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s CCO Chief Compliance Officer (“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 Act1000 Xxx) 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 Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Section 3 of this Agreement. The Sub-Adviser shall also provide the Trust’s 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 Subadviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly (or in a time and manner as might otherwise by requested by said Chief Compliance Officers) upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Subadviser’s policies, guidelines, or procedures. In addition, to the extent all of the Fund’s assets are allocated to be managed by the Sub-Adviser, the Subadviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Subadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also shall also provide the officers of the Trust with supporting certifications relating to the Subadviser’s services 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”)2002, and the implementing regulations adopted thereunder, and agrees to inform as amended. The Subadviser promptly shall notify 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 and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 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 Subadviser with the federal or state securities laws related to the Subadviser’s ability to provide services under this Agreement; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise is otherwise proposed to the Trust 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its written investment objectives and policies or any applicable law; or (ii) any breach of any of the Funds' or the Adviser's written policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund's compliance with its written investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Funds' and the Adviser's written policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the The Sub-Adviser shall also provide the officers of the Trust with supporting certifications documentation in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will Adxxxxx xxxx promptly notify the Adviser 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 or the Adviser (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) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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's Chief Compliance Officer and Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Assets' compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The Unless proxxxxxxx xx xxx, regulation or a regulatory, judicial or law enforcement authority, the Sub-Adviser will promptly notify the Adviser 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 or the Adviser (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 1940 Act) has occurred or is otherwise proposed to occur. Without limiting the foregoing, occur if such proposed change in control of the Sub-Adviser shall promptly provide to the Trust’s CCO the following: (i) a report of any material violations of has been deliberately made public by the Sub-Adviser’s Compliance Program Adviser 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-Adviserits affiliates.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any 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 Fund’s or the Sub-Adviser’s policies, guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon In conjunction with the ongoing supervision of the Adviser, upon request, the Sub-Adviser also 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”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 or the Adviser (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 Sub-Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any Fund 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 policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Funds' compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Funds' and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the The Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund each Fund's financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Axxxxxx xxxx xxomptly notify the Adviser 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 or the Adviser (excluding class action suits in which a each 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 of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any Fund 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 policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Funds' compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Funds' and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the The Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund each Fund's 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 Adviser 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 or the Adviser (excluding class action suits in which a each 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 of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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 Adviser immediately upon detection of any material failure with respect to its determinations recommendations provided to the Adviser in connection with the management of any Fund in accordance with its investment objectives and policies or any applicable law. The Sub-Adviser agrees to correct any such failure 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 Act1000 Xxx) has occurred or is otherwise proposed to occur. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s CCO Chief Compliance Officer (“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 Act1000 Xxx) 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 Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Section 3 of this Agreement. The Sub-Adviser shall also provide the Trust’s CCO with reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-on- site compliance related due diligence meetings with personnel of the Sub-Adviser.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage a Fund in accordance with its the Fund’s investment objectives and policies that have been provided to Sub-Adviser or any applicable law; or (ii) any material breach of any of the Fund’s or the Sub-Adviser’s policies, guidelines, or procedures (in the case of the Fund’s policies, guidelines, or procedures, those policies, guidelines, or procedures that have been provided to Sub-Adviser). In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 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 laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly notify the Adviser Trust in the event thx xxxxx (ix) the xxe 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 '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 1940 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's Chief Compliance Officer and Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly xxxx xxxxxxxx notify the Adviser 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 or the Adviser (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 1940 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 Adviser immediately as promptly as reasonably possible upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of 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. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser promptly 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 Act1000 Xxx) 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 Subadviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any Fund Assets in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of (y) the Procedures or (z) the Subadviser’s written policies, guidelines, or procedures. In addition, the Subadviser shall provide a quarterly report regarding the Assets’ compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s Procedures as applicable to the Subadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also 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”)2002, and the implementing regulations adopted thereunder, and agrees to inform as amended. The Subadviser promptly shall notify 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 and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 or the Adviser (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 Sub-Adviser Subadviser with the federal or state securities laws involving the Assets; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any Fund 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 policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Funds' compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Funds' and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser 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 or the Adviser (excluding class action suits in which a Fund is the Funds are 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 Sub-Adviser with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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 Adviser immediately upon ------------------------------------------- its detection of (i) any material failure with respect on its part to its determinations provided to manage the Adviser in connection with the management of any Fund Portfolio in accordance with this Agreement; or (ii) any breach by the Sub-Adviser of any of the policies, guidelines or procedures of the Portfolio of the Adviser provided in writing to the Sub-Adviser or of the Sub-Adviser insofar as they relate or reasonably would affect the performance of the Sub-Adviser's responsibilities hereunder. In addition, the Sub-Adviser shall provide a quarterly certification the Sub-Adviser has managed the Portfolio in accordance with the provisions of this Agreement in the form provided by the Adviser from time to time. The Sub-Adviser acknowledges and agrees that the Adviser may, in its investment objectives and policies or any applicable lawdiscretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser promptly 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 The Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund the Portfolio's financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser Adxxxxx, xx xxx extent permissible, will promptly notify the Adviser in the event 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 or the Adviser Portfolio (excluding class action suits in which a Fund the Portfolio is a member of the plaintiff class by reason of the Fund’s Portfolio'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 changes or there otherwise is 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 1940 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-Advisertx xxxxx.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon its detection of any material (i)any failure with respect on its part to its determinations provided to manage the Adviser in connection with the management of any Fund in accordance with this Agreement; or (ii) any breach by the Sub-Adviser of any of the policies, guidelines or procedures of the Fund or the Adviser as provided in writing to the Sub-Adviser or of the Sub-Adviser insofar as they relate or reasonably would affect the performance of the Sub-Adviser's responsibilities hereunder. In addition, the Sub-Adviser shall provide a quarterly certification that is the Sub-Adviser has managed the Fund in accordance with the provisions of this Agreement in the form provided by the Adviser from time to time. The Sub-Adviser acknowledges and agrees that the Adviser may, in its investment objectives and policies or any applicable lawdiscretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser on its part promptly 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 The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications in connection with such certifications of Fund the Fund's financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSarbanes-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 Oxley Act. The SubXxx-Adviser Xxxxxxx, to the extent permissible, will promptly notify the Adviser in the event 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 or the Adviser 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 changes or there otherwise is 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 1940 Act) has occurred or is otherwise proposed pxxxxxxx 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Sub-Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser 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 or the Adviser (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 1940 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's Chief Compliance Officer and Adviser immediately upon detection of of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser 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 or the Adviser (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 1940 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 Adviser Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any Fund Funds in accordance with its each Fund’s 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 Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 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 laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage 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 Fund's or the Adviser's policies, guidelines or procedures which have been communicated to Sub-Adviser in accordance with this Agreement. The Trust or the Adviser will immediately notify the Sub-Adviser of any changes to the investment objectives, guidelines, policies or procedures of the Fund. The Adviser will immediately notify the Sub-Adviser of any changes to the investment objectives, guidelines, policies or procedures of the Adviser. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the 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 as the Trust of any material development related to a Fund that the Adviser may reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Actrequest. The Sub-Adviser will promptly notify the Adviser Trust, unless such notification is inconsistent with applicable law, regulation, order or other court public board or body instruction, 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 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 of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The SubSxx-Adviser will Xxxxxxx xxxl promptly notify the Adviser 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 or the Adviser (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 1940 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 Adviser immediately upon detection of (i) any material failure with respect to its determinations provided manage the portion of a Fund’s assets allocated to the Sub-Adviser in connection with the management of any Fund in accordance with its a Fund’s 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. The Sub-Adviser agrees to correct correct, or recommend corrections to, any such failure promptly, work with concerning the portion of a Fund’s assets allocated to the Sub-Adviser promptly 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 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’s Chief Compliance Officer and Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Assets’ compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines or procedures as applicable to the Sub-Adviser’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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 Unless prohibited by law, regulation or a regulatory, judicial or law enforcement authority, the Sub-Adviser will promptly notify the Adviser 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 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 1940 Act0000 Xxx) has occurred or is otherwise proposed to occur. Without limiting the foregoing, occur if such proposed change in control of the Sub-Adviser shall promptly provide to the Trust’s CCO the following: (i) a report of any material violations of has been deliberately made public by the Sub-Adviser’s Compliance Program Adviser 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-Adviserits affiliates.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Sub-Adviser’s policies, guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 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 an alleged violation by the Sub-Adviser with of the federal or state securities laws where such violation involves the affairs of the Trust or the Sub-Adviser’s ability to perform its duties and obligations under this Agreement on behalf of the Trust or similar mandates; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of 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 related to the services under this Agreement. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser promptly 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 Act) has occurred or is otherwise proposed which might reasonably be expected 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 materially affect Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 ability to perform its obligations 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 Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of 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 relevant to the Funds. The Sub-Sub Adviser agrees to correct any such failure promptly, work with promptly inform the Adviser and the Board to enable them of its actions 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 breachfailure. Upon request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications reasonably requested 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 “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Sub-Adviser reasonably believes is relevant to the Fund’s certification obligations under the XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 Act) of this Agreement has occurred or is otherwise proposed expected to occur. Without limiting the foregoing, The Adviser will promptly notify the Sub-Adviser shall promptly provide to in writing in the Trust’s CCO the following: (i) event a report of any material violations change in control of the Sub-Adviser’s Compliance Program Adviser or any other event resulting in an “material compliance mattersassignment” (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, Agreement has occurred or is otherwise expected 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-Adviseroccur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Sub-Adviser’s policies, guidelines, or procedures in connection with the management of a Fund. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies and applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement with respect to the management of a Fund. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 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 laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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’s Chief Compliance Officer and Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage each Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of a Fund’s written policies, guidelines or procedures provided to the Sub-Adviser. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies and applicable law and each Fund’s policies, guidelines or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees to correct any such failure 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 may, in its discretion, provide such quarterly compliance certifications to the Board may reasonably request in connection with any such breachBoard. Upon request, the 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 Adviser 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 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 if such actions, suits, proceedings, inquiries or investigations would reasonably be expected to have a material adverse effect on the Sub-Adviser’s ability to perform its services hereunder or (ii) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 1940 Act0000 Xxx) 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly xxxx xxxxxxxx notify the Adviser 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 or the Adviser (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 1940 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 Adviser immediately Trust’s chief compliance officer promptly upon detection of of: (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 the case of the Adviser’s policies, guidelines, or procedures, only to the extent the breach relates specifically to the Trust). In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law (as it relates specifically to the Adviser’s activities hereunder), including, but not limited to, the 1940 Act and Subchapter M of the Code, 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 said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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”)2002, 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 Actas amended. The Sub-Adviser will shall promptly notify the Adviser Trust in the event that: (i) the Sub-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 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 specifically with respect to its activities on behalf of the Trust, provided that the Adviser shall not be required to notify the Trust of any routine supervisory or regulatory inquiries or examinations; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 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-Adviseroccurred.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser immediately as soon as reasonably practicable upon detection of (i) any material failure with respect to its determinations provided to manage 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 the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser and the Board to enable them use best efforts to correct any such failure promptly, promptly and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breachbreach applicable to the Sub-Adviser's obligations under this Agreement. 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser 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 or the Adviser (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 1940 Act) has occurred or is otherwise proposed reasonably expected 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 Subadviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Subadviser’s policies, guidelines, or procedures. In addition, the Subadviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Subadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also 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”)2002, and the implementing regulations adopted thereunder, and agrees to inform as amended. The Subadviser promptly shall notify 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 and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 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 Subadviser with the federal or state securities laws laws; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Subadviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any Fund Fund’s 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 Fund’s or the Subadviser’s policies, guidelines, or procedures. In addition, the Subadviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Subadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also 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”)2002, and the implementing regulations adopted thereunder, and agrees to inform as amended. The Subadviser promptly shall notify 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 and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 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 Subadviser with the federal or state securities laws involving the Assets; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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’s Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of 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 Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Funds’ and the Adviser’s policies, guidelines or procedures as applicable to the Sub-Adviser’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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the 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 Adviser 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 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) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 1940 Act0000 Xxx) 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage 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 Fund's or the Adviser's policies, guidelines or procedures of which Sub-Adviser has been provided copies. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The SubSux-Adviser will Xxxxxxx xxxx promptly notify the Adviser Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, formal inquiry or investigation, at law or in equity, before or by any court, public board, or public body, involving (A) 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 's ownership of shares in the defendant) or (B) the compliance by the Sub-Adviser with the of federal or state securities laws laws; (ii) there is a change in the portfolio manager assigned to the Fund or any change in key employees of the Sub-Adviser; or (iiiii) an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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 Adviser immediately upon detection of any material failure with respect to 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. The Sub-Adviser agrees to correct any such failure 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 Act1000 Xxx) 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 Act1000 Xxx) 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's Chief Compliance Officer and Adviser immediately as soon as reasonably practicable upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund Portfolio in accordance with its investment objectives and policies as disclosed in the Fund's Registration Statement or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures that have been provided to Sub-Adviser. In addition, the Sub-Adviser shall provide a quarterly report regarding the Portfolio's compliance with the Fund's investment objectives and policies disclosed in the Fund's Registration Statement, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures provided to Sub-Adviser, as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach, provided that such action does not cause Sub-Adviser to breach any legal, tax or regulatory requirement applicable to Sub-Adviser or the Fund. Upon reasonable 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 XxxxxxxxSarbanes-Xxxxx Act Oxley Act, provided txxx xxx xxxxxxt 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 such certifications relates only to the Fund’s certification duties and obligations under of the XxxxxxxxSub-Xxxxx ActAdviser provided hereunder. The Sub-Adviser will promptly as soon as reasonably practicable, but in no event sooner than it is legally able to do so, notify the Adviser 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 or the Adviser (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 1940 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 Adviser immediately upon its detection of (i) any material failure with respect on its part to its determinations provided to manage the Adviser in connection with the management of any Fund in accordance with this Agreement; or (ii) any breach by the Sub-Adviser of any of the policies, guidelines or procedures of the Fund or the Adviser as provided in writing to the Sub-Adviser or of the Sub-Adviser insofar as they relate or reasonably would affect the performance of the Sub-Adviser's responsibilities hereunder. In addition, the Sub-Adviser shall provide a quarterly certification that is the Sub-Adviser has managed the Fund in accordance with the provisions of this Agreement in the form provided by the Adviser from time to time. The Sub-Adviser acknowledges and agrees that the Adviser may, in its investment objectives and policies or any applicable lawdiscretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser on its part promptly 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 The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications in connection with such certifications of Fund the Fund's 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 Adviser, to the extent permissible, will promptly notify the Adviser in the event 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 or the Adviser 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 changes or there otherwise is 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 1940 Act0000 Xxx) 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The SubSxx-Adviser will Xxxxxxx xxxl promptly notify the Adviser 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 or the Adviser (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 1940 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 Subadviser shall notify the Adviser Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Subadviser’s policies, guidelines, or procedures. In addition, the Subadviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Subadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also 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 “Xxxxxxxx-Xxxxx Act”)2002, and the implementing regulations adopted thereunder, and agrees to inform as amended. The Subadviser promptly shall notify 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 and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 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 Subadviser with the federal or state securities laws laws; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Adviser immediately upon detection of any material failure with respect to 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. The Sub-Adviser agrees to correct any such failure 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 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, upon 72 hours’ notice, 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 Adviser immediately Trust’s chief compliance officer promptly upon detection of of: (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 the case of the Adviser’s policies, guidelines, or procedures, only to the extent the breach relates specifically to the Trust). In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law (as it relates specifically to the Adviser’s activities hereunder), including, but not limited to, the 1940 Act and Subchapter M of the Code, 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 said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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 “Xxxxxxxx-Xxxxx Act”)2002, 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 Actas amended. The Sub-Adviser will shall promptly notify the Adviser Trust in the event that: (i) the Sub-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 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 specifically with respect to its activities on behalf of the Trust, provided that the Adviser shall not be required to notify the Trust of any routine supervisory or regulatory inquiries or examinations; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 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-Adviseroccurred.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of 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 Sub-Adviser shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Funds' and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Axxxxxx xxxx xxomptly notify the Adviser 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 or the Adviser (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) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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 Subadviser shall notify the Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly (or in a time and manner as might otherwise by requested by said Chief Compliance Officers) upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Subadviser’s policies, guidelines, or procedures. In addition, to the extent all of the Fund’s assets are allocated to be managed by the Sub-Adviser, the Subadviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Subadviser’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also shall also provide the officers of the Trust with supporting certifications relating to the Subadviser’s services 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 “Xxxxxxxx-Xxxxx Act”)2002, and the implementing regulations adopted thereunder, and agrees to inform as amended. The Subadviser promptly shall notify 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 and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 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 Subadviser with the federal or state securities laws related to the Subadviser’s ability to provide services under this Agreement; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Adviser immediately upon detection of any material failure with respect to 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. The Sub-Adviser agrees to correct any such failure 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 breachfailure. Upon request, the Sub-Adviser shall also provide the officers of the Trust with reasonable 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 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 1940 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 Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of 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. The Sub-Adviser agrees to correct address any such failure promptly, work with the Adviser promptly 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 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 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 laws; (ii) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, non-routine inquiry or non-routine investigation, at law or in equity, before or by any court, public board, or body, involving compliance by the Sub-Adviser with federal or state securities law that if adversely determined would reasonably be anticipated to have a material adverse effect on the Adviser, the Funds or the Sub-Adviser’s ability to provide the services contemplated hereunder; or (iiiii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as defined in the 1940 Act0000 Xxx) has occurred or is otherwise proposed reasonably anticipated 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 Adviser Trust’s chief compliance officer immediately upon detection of of: (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any Fund Account in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of the Funds’ or the Sub-Adviser’s policies, guidelines, or procedures which is likely to have a material adverse effect on the investment management of the Fund. In addition, the Sub-Adviser shall provide a quarterly report regarding compliance of the Fund Account with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and the diversification and source of income rules of Subchapter M of the Code, and the Fund’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser Board or the Board Adviser reasonably 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”)2002, 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 Actas amended. The Sub-Adviser will shall promptly notify the Trust and the Adviser in the event that: (iA) the Sub-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 or the Adviser (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 Sub-Adviser with the federal or state securities laws laws; or (iiB) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Adviser immediately Trust's chief compliance officer promptly upon detection of (i) any material failure with respect to its determinations provided to manage 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 Fund's or the Adviser's policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report in such form as shall be mutually agreed to by the parties hereto regarding 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, 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, work with the Adviser promptly 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 reasonable 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Except xx xxxxxxxxxx by applicable law, regulation or administrative order, the Adviser will promptly notify the Adviser 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 or the Adviser (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 laws. Except as prohibited by applicable law, regulation or (ii) administrative order, the Adviser will notify the Trust in the event an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 Act) has occurred and xxxx xxtify the Trust of any anticipated or is otherwise proposed reasonably foreseeable change in control of the Adviser within a reasonable time prior to occur. Without limiting such change in control being effected; provided, however, that the foregoing, the Sub-Adviser shall promptly provide Adviser's notification to the Trust’s CCO the following: (i) a report Trust of any material violations anticipated or otherwise reasonably foreseeable change in control of the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term Adviser shall be deemed to have been given timely if it is defined in Rule 38a-1 under the 1940 Act) that have occurred with respect given to the Sub-Adviser’s Compliance Program; (ii) on a quarterly basis, a report of any material changes Trust in conjunction with such notification 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's other clients.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust’s Chief Compliance Officer and Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Adviser’s policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund’s and the Adviser’s policies, guidelines or procedures as applicable to the Sub-Adviser’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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 Adviser Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigationinvestigation that has the potential to materially affect the Sub-Adviser’s performance of its obligations under this agreement, 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 1940 Act0000 Xxx) 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's Chief Compliance Officer and Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigationinvestigation that has the potential to materially affect the Sub-Adviser's performance of its obligations under this agreement, 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 '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 1940 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 Adviser immediately upon ------------------------------------------- its detection of (i) any material failure with respect on its part to its determinations provided to manage the Adviser in connection with the management of any Fund Portfolio in accordance with this Agreement; or (ii) any breach by the Sub-Adviser of any of the policies, guidelines or procedures of the Portfolio of the Adviser provided in writing to the Sub-Adviser or of the Sub-Adviser insofar as they relate or reasonably would affect the performance of the Sub-Adviser's responsibilities hereunder. In addition, the Sub-Adviser shall provide a quarterly certification the Sub-Adviser has managed the Portfolio in accordance with the provisions of this Agreement in the form provided by the Adviser from time to time. The Sub-Adviser acknowledges and agrees that the Adviser may, in its investment objectives and policies or any applicable lawdiscretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser promptly 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 The Sub-Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund the Portfolio's financial statements and the Trust’s disclosure controls adopted pursuant to the XxxxxxxxSarbanes-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 Oxley Act. The SubXxx-Adviser Xxxxxxx, xo the extent permissible, will promptly notify the Adviser in the event 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 or the Adviser Portfolio (excluding class action suits in which a Fund the Portfolio is a member of the plaintiff class by reason of the Fund’s Portfolio'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 changes or there otherwise is 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 1940 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-Adviserpropxxxx xx xxxxx.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of any material failure with respect to its determinations provided to the Adviser in connection with the management of any the Fund in accordance with its investment objectives and policies or any applicable law. The Sub-Adviser agrees to correct any such failure 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 “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a the Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 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 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 1940 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's Chief Compliance Officer and Adviser immediately promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser 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 or the Adviser (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 1940 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 Adviser immediately upon detection of any material failure with respect to 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. The Sub-Adviser agrees to use commercially reasonable efforts to correct any such failure 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 “XxxxxxxxSxxxxxxx-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 XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 1940 Act1000 Xxx) has occurred or is otherwise proposed to occur. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s CCO Chief Compliance Officer (“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 Act1000 Xxx) 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 Trust’s CCO may reasonably request) representation regarding the Sub-Adviser’s compliance with Section 3 of this Agreement. The Sub-Adviser shall also provide the Trust’s CCO with reasonable access, during normal business hours, to the Sub-Adviser’s facilities for the purpose of conducting pre-arranged on-site or online compliance related due diligence meetings with personnel of the Sub-Adviser. For non-urgent matters, the Adviser will provide the Sub-Adviser with at least two days’ advance written notice before conducting a compliance meetings with personnel of the Sub-Adviser. For urgent matters, no advance notice is required.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage 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 breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly certification that the 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, and the Fund's and the Adviser's policies, guidelines or procedures. 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, work with the Adviser promptly 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 The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications in connection with such certifications of Fund the Fund's 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 Adviser in the event 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, (A) involving the affairs of the Trust or the Adviser 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 (B) the compliance by the Sub-Adviser with the federal or state securities laws in connection with the management of the Fund or, if instituted by the Commission, in connection with the Sub-Adviser's business generally 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 1940 Act0000 Xxx) has occurred hasoccurred or is otherwise proposed reasonably likely 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 Adviser immediately as promptly as reasonably possible upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Sub-Adviser’s policies, guidelines or procedures. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser promptly 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 “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a the Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 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 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 1940 Act1000 Xxx) 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 Adviser immediately as soon as reasonably practicable upon detection of any material failure with respect to 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. The Sub-Adviser agrees to correct any such failure promptlyas soon as reasonably practicable, 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 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 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 1940 Act) has occurred or is otherwise proposed to occur. Without limiting the foregoing, the Sub-Adviser shall promptly as soon as reasonably practicable 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 Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage 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 breach of any of the Fund's objectives, policies or restrictions or any of the Adviser's or the Board's policies, guidelines or procedures supplemented thereto. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, the Fund's and the Adviser's policies, guidelines or procedures and applicable law, including, but not limited to those aspects of compliance with the 1940 Act and Subchapter M of the Code that are within the scope of the Sub-Adviser's service here under. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser promptly 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 The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications in connection with such certifications of Fund the Fund's 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 Adviser in the event 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 or the Adviser 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 1940 Act0000 Xxx) 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 Adviser immediately Trust's Chief Compliance Officer and the Adviser's Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of a Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-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, and the Fund's and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 Adviser 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 or the Adviser (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 1940 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 Subadviser shall notify the Adviser immediately Company’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any Fund Company’s Assets in accordance with its the Company’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Company’s or the Subadviser’s policies, guidelines, or procedures. In addition, the Subadviser shall provide a quarterly report regarding the Company’s compliance with the Company’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act, and the Company’s and the Adviser’s policies, guidelines, or procedures as applicable to the Company’s obligations under this Agreement. The Sub-Adviser Subadviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Subadviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser Subadviser also shall also provide the officers of the Trust Company with supporting certifications in connection with such certifications of Fund Company financial statements and the Trust’s disclosure controls adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”)2002, 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 Actas amended. The Sub-Adviser will Subadviser promptly shall notify the Company and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 or the Adviser Company (excluding class action suits in which a Fund Company is a member of the plaintiff class by reason of the FundCompany’s ownership of shares in the defendant) or the compliance by the Sub-Adviser Subadviser with the applicable Cayman Islands laws and rules and regulations or U.S. federal or state securities laws laws; or (ii) an actual change in control of the Sub-Adviser Subadviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Sub-Adviser’s policies, guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 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 material compliance by the Sub-Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise is otherwise proposed to occur; provided however, that regulatory examinations believed to be routine shall not be required to be reported by this provision. Without limiting Notwithstanding the foregoing, the Subany non-Adviser material compliance matter or regulatory examination deemed to be routine, shall promptly provide to the Trust’s CCO the following: (i) a report of any material violations of nonetheless be disclosed in the Sub-Adviser’s Compliance Program or any “material compliance matters” (as such term is defined in Rule 38a-1 under response to quarterly and other periodic questionnaires sent by the 1940 Act) that have occurred with respect to the Sub-AdviserTrust’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-Advisergroup.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure with respect to its determinations provided to manage the Adviser in connection with the management of any 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 Fund’s or the Sub-Adviser’s policies, guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 or the Adviser (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 Sub-Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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 Adviser immediately Trust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer promptly upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of any manage 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 Fund’s or the Sub-Adviser’s policies, guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund’s investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board reasonably may reasonably request in connection with any such said breach. Upon request, the Sub-Adviser also 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 XxxxxxxxSaxxxxxx-Xxxxx Act Xct of 2002 (the “Xxxxxxxx-Xxxxx Act”)2002, 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 Actas amended. The Sub-Adviser will promptly shall notify the Trust and the Adviser in the event that: (i) the Sub-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 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 laws; or (ii) an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding 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, and the Fund's, and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or 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 Adviser 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 or the Adviser (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 1940 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 Adviser immediately as promptly as reasonably possible upon detection of (i) any material failure with respect to its determinations provided to the Adviser in connection with the management of manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Sub-Adviser’s policies, guidelines or procedures. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser promptly 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 “XxxxxxxxSxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a the Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the XxxxxxxxSxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the 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 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 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 1940 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 Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage 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 breach of any of the Fund's objectives, policies or restrictions or any of the Adviser's or the Board's policies, guidelines or procedures supplemental thereto. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, the Fund's and the Adviser's policies, guidelines or procedures and applicable law, including, but not limited to those aspects of compliance with the 1940 Act and Subchapter M of the Code that are within the scope of the Sub-Adviser's service hereunder. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly, work with the Adviser compliance breach promptly 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 The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications in connection with such the certifications of Fund the Fund's financial statements and the Trust’s disclosure controls adopted by the Fund's officers 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 Adviser in the event 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 or the Adviser 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 of the assets of the Sub-Adviser resulting or a material change in management of the Sub-Adviser) or an “"assignment” " (as defined in the 1940 Act0000 Xxx) 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's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure with respect to its determinations provided to manage 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 Fund' or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund' and the Adviser's policies, guidelines or procedures as applicable to the Sub-Adviser'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, work with the Adviser promptly and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Board and/or the Adviser or the Board may reasonably request in connection with any such breach. Upon request, the 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 XxxxxxxxSarbanes-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 Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser 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 or the Adviser (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 of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “"assignment” " (as defined in the 1940 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.