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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure to manage the Fund in accordance with 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 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser 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, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Fund (excluding class action suits in which 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser Subadviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly (or in a time and manner as might otherwise by requested by said Chief Compliance Officers) upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Sub-AdviserSubadviser’s policies, guidelines, or procedures with respect to the Fundprocedures. In addition, to the extent all of the Fund’s assets are allocated to be managed by the Sub-Adviser Adviser, the Subadviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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-AdviserSubadviser’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 Sub-Adviser Subadviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser Subadviser also shall provide the officers of the Fund Trust with supporting certifications relating to the Subadviser’s services in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser Subadviser promptly shall notify the Fund Trust and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 Fund Trust (excluding class action suits in which the 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 lawslaws 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 proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding certification that the Fund is in compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s obligations under this Agreementprocedures. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund with supporting certifications in connection with such certifications of Fund the Fund's financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall Adxxxxx xxxx xxxmptly notify the Fund and the Adviser in the event that: if (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, (A) involving the affairs of the Fund (excluding class action suits in which 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; 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 that term is defined in the 1940 Act) has occurred hasoccurred or otherwise is proposed rexxxxxxxx likely to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment 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 with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser Subadviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Sub-AdviserSubadviser’s policies, guidelines, or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser Subadviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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-AdviserSubadviser’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 Sub-Adviser Subadviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser Subadviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser Subadviser promptly shall notify the Fund Trust and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 Fund Trust (excluding class action suits in which the 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; 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 proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyits 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’s policies, guidelines, or procedures with respect to the Fund. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and 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, compliance with its investment objectives and policies and applicable law, including, but not limited to, the 1940 Act and Subchapter M of the Code, law and the Fund’s and the Adviser’s policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which 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 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 that term is defined in the 1940 Act0000 Xxx) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds' or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund's compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, its investment objectives and policies and applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s Funds' and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 that term is defined in the 1940 Act) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser Subadviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly (or in a time and manner as might otherwise by requested by said Chief Compliance Officers) upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Sub-AdviserSubadviser’s policies, guidelines, or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser Subadviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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-AdviserSubadviser’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 Sub-Adviser Subadviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser Subadviser also shall provide the officers of the Fund Trust with supporting certifications relating to the Subadviser’s services in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser Subadviser promptly shall notify the Fund Trust and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 Fund Trust (excluding class action suits in which the 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 lawslaws 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 proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, its investment objectives and policies and applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The SubSux-Adviser Xxxxxxx xxxx promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 that term is defined in the 1940 Act) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure with respect to manage its determinations provided to the Adviser in connection with the management of any Fund in accordance with the Fund’s Investment Strategy; its investment objectives and policies 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 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 said such failure promptly promptly, work with the Adviser and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser or the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund 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 20022002 (the “Xxxxxxxx-Xxxxx Act”), as amendedand 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 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 Fund Trust or the Adviser (excluding class action suits in which the 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 Act0000 Xxx) has occurred or is otherwise is proposed to occur.. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following:

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategy; or (ii) any material breach of this Agreement or 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 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 said failure promptly such breach promptly, work with the Adviser and the Board to enable them to correct any such breach promptly, and otherwise to take any action that the Adviser or the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund 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 20022002 (the “Xxxxxxxx-Xxxxx Act”), as amendedand 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 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 Fund Trust or the Adviser (excluding class action suits in which the 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 is otherwise is proposed to occur.. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s CCO the following:

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Managed Assets of the Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect as they relate to the FundManaged Assets. In addition, the Sub-Adviser shall provide a monthly certification that the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, with respect as it relates to the Assets advised by the Sub-Adviser Managed Assets, is in compliance with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s obligations under this Agreementprocedures. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these quarterly such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund with supporting certifications in connection with such certifications of Fund the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and the Adviser in the event that: if (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 Fund (excluding class action suits in which 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 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 that term is defined in the 1940 Act0000 Xxx) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment 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 with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment 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 with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’sregarding, with respect to the Assets advised by the Sub-Adviser best of its knowledge and information, each Fund’s compliance with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The To the extent permitted by law, the Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds' or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund's compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, its investment objectives and policies and applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s Funds' and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The SubSux-Adviser Xxxxxxx xxxx promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 that term is defined in the 1940 Act) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser Subadviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly (or in a time and manner as might otherwise by requested by said Chief Compliance Officers) upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s or the Sub-AdviserSubadviser’s policies, guidelines, or procedures with respect to the Fundprocedures. In addition, to the extent all of the Fund’s assets are allocated to be managed by the Sub-Adviser Adviser, the Subadviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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-AdviserSubadviser’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 Sub-Adviser Subadviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser Subadviser also shall provide the officers of the Fund Trust with supporting certifications relating to the Subadviser’s services in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser Subadviser promptly shall notify the Fund Trust and the Adviser in the event that: (i) the Sub-Adviser Subadviser 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 Fund Trust (excluding class action suits in which the 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 lawslaws 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 proposed to the Trust to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyinvestment 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 with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser ’s compliance with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's objectives, policies or restrictions or any of the Adviser's or the Sub-Adviser’s Board's policies, guidelines, guidelines or procedures with respect to the Fundsupplemental 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 Chief Compliance Officer 's and the Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s's policies, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, guidelines or procedures and applicable law, including, but not limited to, to those aspects of compliance with the 1940 Act and Subchapter M of the Code, and Code that are within the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to scope of the Sub-Adviser’s obligations under this Agreement's service hereunder. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these quarterly such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any said failure compliance breach promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund with supporting certifications in connection with such the certifications of Fund the Fund's financial statements and disclosure controls by the Fund's officers pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and the Adviser in the event that: if (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 Fund (excluding class action suits in which 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 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 that term is defined in the 1940 Act0000 Xxx) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s ' or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, its investment objectives and policies and applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s ' and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall Adxxxxx xxxx xxxmptly notify the Fund and 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 Fund Trust (excluding class action suits in which 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 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 that term is defined in the 1940 Act) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon ------------------------------------------- its detection of (i) any material failure on its part to manage the Fund Portfolio in accordance with the Fund’s Investment Strategythis Agreement; or (ii) any material breach by the Sub-Adviser of any of the Fund’s 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 policies, guidelines, or procedures with respect to the Fund's responsibilities hereunder. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, with respect to the Assets advised by certification the Sub-Adviser has managed the Portfolio in accordance with the Fund’s Investment Strategy, applicable law, including, but not limited to, provisions of this Agreement in the 1940 Act and Subchapter M of form provided by the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable Adviser from time to the Sub-Adviser’s obligations under this Agreementtime. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund the Portfolio's financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser Adxxxxx, xx xxx extent permissible, will promptly shall notify the Fund and the Adviser in the event that: if (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 Fund Portfolio (excluding class action suits in which the Fund 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; 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occurtx xxxxx.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits written investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds' or the Sub-Adviser’s 's written policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund's compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, its written investment objectives and policies and applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s Funds' and the Adviser’s 's written policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications documentation in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser Adxxxxx xxxx promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 that term is defined in the 1940 Act) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The SubSxx-Adviser Xxxxxxx xxxl promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment 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 with respect to (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 the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser Subadviser shall notify the FundCompany’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the Fund Company’s Assets in accordance with the FundCompany’s Investment Strategyinvestment objectives and policies or any applicable law; or (ii) any material breach of any of the FundCompany’s or the Sub-AdviserSubadviser’s policies, guidelines, or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser Subadviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding the Company’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the FundCompany’s Investment Strategyinvestment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the CodeAct, and the FundCompany’s and the Adviser’s policies, guidelines, or procedures as applicable to the Sub-AdviserCompany’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 Sub-Adviser Subadviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser Subadviser also shall provide the officers of the Fund Company with supporting certifications in connection with such certifications of Fund Company financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser Subadviser promptly shall notify the Fund 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, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Fund Company (excluding class action suits in which the Fund a 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; 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 proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding the Assets' compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002Oxley Act. Unless proxxxxxxx xx xxx, as amended. The regulation or a regulatory, judicial or law enforcement authority, the Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 proposed to occuroccur if such proposed change in control of the Sub-Adviser has been deliberately made public by the Sub-Adviser or its affiliates.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure with respect to manage its recommendations provided to the Adviser in connection with the management of any Fund in accordance with the Fund’s Investment Strategy; its investment objectives and policies 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 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 said such failure promptly promptly, work with the Adviser and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser or the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund 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 20022002 (the “Sxxxxxxx-Xxxxx Act”), as amendedand the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly 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 Fund Trust or the Adviser (excluding class action suits in which the 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 Act1000 Xxx) has occurred or is otherwise is proposed to occur.. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s Chief Compliance Officer (“CCO”) the following:

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser as soon as reasonably practicable upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to use best efforts to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said breachsuch breach applicable to the Sub-Adviser's obligations under this Agreement. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall Adxxxxx xxxx xxxmptly notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed reasonably expected to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The SubSxx-Adviser Xxxxxxx xxxl promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds’ or the Sub-Adviser’s policies, guidelines, guidelines or procedures with respect related to the Fund. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and 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 services 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 said such failure promptly and to take any action that the Adviser or the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund 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 20022002 (the “Sxxxxxxx-Xxxxx Act”), as amendedand the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly 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 Fund Trust or the Adviser (excluding class action suits in which the 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 laws which might reasonably be expected to materially affect Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act) has occurred or otherwise is proposed Adviser’s ability to occurperform its obligations under this Agreement.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Adviser's policies, guidelines or procedures of which Sub-Adviser’s policies, guidelines, or procedures with respect to the FundAdviser has been provided copies. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The SubSux-Adviser Xxxxxxx xxxx promptly shall notify the Fund and the Adviser Trust in the event that: (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry, 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 Fund Trust (excluding class action suits in which the 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; (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 that term is defined in the 1940 Act) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure to manage the Fund Funds in accordance with the each Fund’s Investment Strategyinvestment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds’ or the Sub-Adviser’s policies, guidelines, or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser will promptly shall notify the Fund and the Adviser Trust in the event that: thx xxxxx (ix) the xxe 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment 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 respect to the management of a Fund. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, 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 AgreementAgreement 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon ------------------------------------------- its detection of (i) any material failure on its part to manage the Fund Portfolio in accordance with the Fund’s Investment Strategythis Agreement; or (ii) any material breach by the Sub-Adviser of any of the Fund’s 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 policies, guidelines, or procedures with respect to the Fund's responsibilities hereunder. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, with respect to the Assets advised by certification the Sub-Adviser has managed the Portfolio in accordance with the Fund’s Investment Strategy, applicable law, including, but not limited to, provisions of this Agreement in the 1940 Act and Subchapter M of form provided by the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable Adviser from time to the Sub-Adviser’s obligations under this Agreementtime. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund the Portfolio's financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The SubXxx-Adviser Xxxxxxx, xo the extent permissible, will promptly shall notify the Fund and the Adviser in the event that: if (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 Fund Portfolio (excluding class action suits in which the Fund 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; 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occurpropxxxx xx xxxxx.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Fund Funds in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds' or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding the Funds' compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, its investment objectives and policies and applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s Funds' and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall Adxxxxx xxxx xxxmptly notify the Fund and 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 Fund Trust (excluding class action suits in which the Fund is 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; 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 that term is defined in the 1940 Act) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon its detection of (i) any material i)any failure on its part to manage the Fund in accordance with the Fund’s Investment Strategythis Agreement; or (ii) any material breach by the Sub-Adviser of any of the Fund’s 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 policies, guidelines, or procedures with respect to the Fund's responsibilities hereunder. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, with respect to the Assets advised by certification that is the Sub-Adviser has managed the Fund in accordance with the Fund’s Investment Strategy, applicable law, including, but not limited to, provisions of this Agreement in the 1940 Act and Subchapter M of form provided by the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable Adviser from time to the Sub-Adviser’s obligations under this Agreementtime. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure on its part promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund with supporting certifications in connection with such certifications of Fund the Fund's financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The SubXxx-Adviser Xxxxxxx, to the extent permissible, will promptly shall notify the Fund and the Adviser in the event that: if (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 Fund (excluding class action suits in which 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 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed pxxxxxxx to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall Adxxxxx xxxx xxxmptly notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall xxxx xxxxxxxx notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure with respect to manage its determinations provided to the Adviser in connection with the management of any Fund in accordance with the Fund’s Investment Strategy; its investment objectives and policies 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 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 said such failure promptly promptly, work with the Adviser and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser or the Board and/or the Adviser may reasonably may request in connection with any said breachsuch failure. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund 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 20022002 (the “Xxxxxxxx-Xxxxx Act”), as amendedand 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 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 Fund Trust or the Adviser (excluding class action suits in which the 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 is otherwise is proposed to occur.. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s CCO the following:

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's objectives, policies or restrictions or any of the Adviser's or the Sub-Adviser’s Board's policies, guidelines, guidelines or procedures with respect to the Fundsupplemented 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 Chief Compliance Officer 's and the Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s's policies, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, guidelines or procedures and applicable law, including, but not limited to, to those aspects of compliance with the 1940 Act and Subchapter M of the Code, and Code that are within the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable to scope of the Sub-Adviser’s obligations under this Agreement's service here under. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these quarterly such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund with supporting certifications in connection with such certifications of Fund the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and the Adviser in the event that: if (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 Fund (excluding class action suits in which 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 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 that term is defined in the 1940 Act0000 Xxx) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s 's Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategy's investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, or procedures in connection with respect to management of the Fund. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund's compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy's investment objectives and policies, applicable law, including, but not limited to, the 1940 Act and Subchapter M of the CodeAct, and the Fund’s 's and the Adviser’s 's policies, guidelines, or procedures as applicable to the Sub-Adviser’s 's obligations under this AgreementAgreement with respect to the management of the Fund. The Sub-Adviser acknowledges and agrees that the Adviser, in the Adviser’s 's discretion, may provide these quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately chief compliance officer promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s investment limitations as set forth in the Fund’s Prospectus and Statement of Additional Information, as amended from time to time (collectively, the “Investment Strategy; Limitations”) or any applicable law or (ii) any material breach of any of the Fund’s Investment Limitations or the Sub-Adviser’s policies, guidelines, policies or procedures with respect as applicable to the FundAdviser’s obligations under this Agreement. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, 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 said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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 Act0000 Xxx) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure with respect to manage its determinations provided to the Adviser in connection with the management of any Fund in accordance with the Fund’s Investment Strategy; its investment objectives and policies 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 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 said such failure promptly promptly, work with the Adviser and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser or the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund 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 20022002 (the “Sxxxxxxx-Xxxxx Act”), as amendedand the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly 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 Fund Trust or the Adviser (excluding class action suits in which the 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 Act1000 Xxx) has occurred or is otherwise is proposed to occur.. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the CCO the following:

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately chief compliance officer promptly upon detection of of: (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds’ or the Sub-Adviser’s policies, guidelines, or procedures with respect (in the case of the Adviser’s policies, guidelines, or procedures, only to the Fundextent the breach relates specifically to the Trust). In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment objectives and policies, applicable lawlaw (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 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser shall promptly shall notify the Fund and the Adviser Trust in the event that: (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 Fund Trust (excluding class action suits in which the 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 lawslaws 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 otherwise is proposed to occuroccurred.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds’ or the Sub-Adviser’s policies, guidelines, guidelines or procedures with respect to the Fund. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and 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 Boardprocedures. The Sub-Adviser agrees to correct address any said such failure promptly and to take any action that the Adviser or the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund 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 20022002 (the “Xxxxxxxx-Xxxxx Act”), as amendedand 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 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 Fund Trust or the Adviser (excluding class action suits in which the 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; (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 that term is defined in the 1940 Act0000 Xxx) has occurred or is otherwise is proposed reasonably anticipated to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall Adxxxxx xxxx xxxmptly notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and the Adviser’s 's Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the a Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund's compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment 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 with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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 lawslaws 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 proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser as soon as reasonably practicable upon detection of (i) any material failure with respect to manage its determinations provided to the Adviser in connection with the management of any Fund in accordance with the Fund’s Investment Strategy; its investment objectives and policies 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 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 said such failure promptly as 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 and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund 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 20022002 (the “Xxxxxxxx-Xxxxx Act”), as amendedand 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 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 Fund Trust or the Adviser (excluding class action suits in which the 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 is otherwise is proposed to occur.. Without limiting the foregoing, the Sub-Adviser shall as soon as reasonably practicable provide to the Trust’s CCO the following:

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds’ or the Sub-Adviser’s policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and 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 each Fund’s Investment Strategy, compliance with its investment objectives and policies and applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s Funds’ and the Adviser’s policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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) the controlling stockholder of the Sub-Adviser changes or an actual change in control of the Sub-Adviser resulting in an “assignment” (as that term is defined in the 1940 Act0000 Xxx) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Trust's chief compliance officer promptly upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance in such form as shall be mutually agreed to by the Fund’s, with respect to the Assets advised by the Sub-Adviser with parties hereto regarding the Fund’s Investment Strategy's compliance with its investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s '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 said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon reasonable request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002Oxley Act. Except xx xxxxxxxxxx by applicable law, as amended. The Sub-regulation or administrative order, the Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which 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; . 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 that term is defined in the 1940 Act) has occurred and xxxx xxtify the Trust of any anticipated or otherwise reasonably foreseeable change in control of the Adviser within a reasonable time prior to such change in control being effected; provided, however, that the Adviser's notification to the Trust of any material anticipated or otherwise reasonably foreseeable change in control of the Adviser shall be deemed to have been given timely if it is proposed given to occurthe Trust in conjunction with such notification to the Adviser's other clients.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall xxxx xxxxxxxx notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure with respect to manage its determinations provided to the Adviser in connection with the management of the Fund in accordance with the Fund’s Investment Strategy; its investment objectives and policies 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 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 said such failure promptly promptly, work with the Adviser and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser or the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund 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 20022002 (the “Sxxxxxxx-Xxxxx Act”), as amendedand the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to the Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. 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 Fund Trust or the Adviser (excluding class action suits in which 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 is otherwise is proposed to occur.. Without limiting the foregoing, the Sub-Adviser shall promptly provide to the Trust’s CCO the following:

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the each Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the a Fund’s written policies, guidelines or procedures provided to 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 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 each Fund’s Investment Strategy, compliance with its investment objectives and policies and applicable law, including, but not limited to, the 1940 Act law and Subchapter M of the Code, and the each Fund’s and the Adviser’s policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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 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 that term is defined in the 1940 Act0000 Xxx) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s '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’s policiesAdviser of any changes to the investment objectives, guidelines, policies or procedures with respect of the Fund. The Adviser will immediately notify the Sub-Adviser of any changes to the Fundinvestment objectives, guidelines, policies or procedures of the Adviser. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy, its investment objectives and policies and applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002Act, as amendedthe Trust may reasonably request. The Sub-Adviser will promptly shall notify the Fund and the Adviser Trust, unless such notification is inconsistent with applicable law, regulation, order or other court public board or body instruction, 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 Fund Trust (excluding class action suits in which 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 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 that term is defined in the 1940 Act) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately upon detection of (i) any material failure to manage the Fund in accordance with the Fund’s Investment Strategyinvestment 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 with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser ’s compliance with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon In conjunction with the ongoing supervision of the Adviser, upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser as soon as reasonably practicable upon detection of (i) any material failure to manage the Fund any Portfolio in accordance with its investment objectives and policies as disclosed in the Fund’s Investment Strategy's Registration Statement or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Adviser's policies, guidelines or procedures that have been provided to 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 Adviser’s Chief Compliance Officer a quarterly report regarding the Portfolio's compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategy's investment objectives and policies disclosed in the Fund's Registration Statement, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures provided to Sub-Adviser, as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said 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 shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act Oxley Act, provided txxx xxx xxxxxxt of 2002, as amendedsuch certifications relates only to the duties and obligations of the Sub-Adviser provided hereunder. The Sub-Adviser promptly shall will as soon as reasonably practicable, but in no event sooner than it is legally able to do so, notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon its detection of (i) any material failure on its part to manage the Fund in accordance with the Fund’s Investment Strategythis Agreement; or (ii) any material breach by the Sub-Adviser of any of the Fund’s 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 policies, guidelines, or procedures with respect to the Fund's responsibilities hereunder. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, with respect to the Assets advised by certification that is the Sub-Adviser has managed the Fund in accordance with the Fund’s Investment Strategy, applicable law, including, but not limited to, provisions of this Agreement in the 1940 Act and Subchapter M of form provided by the Code, and the Fund’s and the Adviser’s policies, guidelines, or procedures as applicable Adviser from time to the Sub-Adviser’s obligations under this Agreementtime. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure on its part promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the The Sub-Adviser shall also shall provide the officers of the Fund with supporting certifications in connection with such certifications of Fund the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser Adviser, to the extent permissible, will promptly shall notify the Fund and the Adviser in the event that: if (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 Fund (excluding class action suits in which 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 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 that term is defined in the 1940 Act0000 Xxx) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits 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, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and 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 Strategycompliance with its investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 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 Fund Trust (excluding class action suits in which the 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 Act0000 Xxx) has occurred or is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Act of 2002, as amendedOxley Act. The Sub-Adviser promptly shall Adxxxxx xxxx xxxmptly notify the Fund and 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 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately chief compliance officer promptly upon detection of of: (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s Funds’ or the Sub-Adviser’s policies, guidelines, or procedures with respect (in the case of the Adviser’s policies, guidelines, or procedures, only to the Fundextent the breach relates specifically to the Trust). In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment objectives and policies, applicable lawlaw (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 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser shall promptly shall notify the Fund and the Adviser Trust in the event that: (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 Fund Trust (excluding class action suits in which the 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 lawslaws 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 otherwise is proposed to occuroccurred.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment 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 with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the XxxxxxxxSaxxxxxx-Xxxxx Act Xct of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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 that term is defined in the 1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Fund’s Trust's Chief Compliance Officer and Adviser’s Chief Compliance Officer Adviser immediately upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund’s 's or the Sub-Adviser’s 's policies, guidelines, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding compliance by the Fund’s, 's compliance with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s 's, and the Adviser’s 's policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s 's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amendedAct. The Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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; 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 is otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately Adviser promptly upon detection of (i) any material failure to manage the any Fund in accordance with the Fund’s Investment Strategyits 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, guidelines or procedures with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding the Assets’ compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyits investment objectives and policies, applicable law, including, but not limited to, to the 1940 Act and Subchapter M of the Code, and the Fund’s and the Adviser’s policies, guidelines, guidelines or procedures as applicable to the Sub-Adviser’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the AdviserAdviser may, in the Adviser’s its discretion, may provide these such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any said such failure promptly and to take any action that the Board and/or the Adviser may reasonably may request in connection with any said such breach. Upon request, the Sub-Adviser shall also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002Act. Unless prohibited by law, as amended. The regulation or a regulatory, judicial or law enforcement authority, the Sub-Adviser will promptly shall notify the Fund and 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 Fund Trust (excluding class action suits in which the 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 Act0000 Xxx) has occurred or otherwise is proposed to occuroccur if such proposed change in control of the Sub-Adviser has been deliberately made public by the Sub-Adviser or its affiliates.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the FundTrust’s Chief Compliance Officer and Adviser’s Chief Compliance Officer immediately promptly upon detection of (i) any material failure to manage the a Fund in accordance with the Fund’s Investment Strategyinvestment 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 with respect to the Fundprocedures. In addition, the Sub-Adviser shall provide the Fund’s Chief Compliance Officer and Adviser’s Chief Compliance Officer a quarterly report regarding each Fund’s compliance by the Fund’s, with respect to the Assets advised by the Sub-Adviser with the Fund’s Investment Strategyinvestment 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 said failure promptly and to take any action that the Board and/or the Adviser reasonably may request in connection with any said breach. Upon request, the Sub-Adviser also shall provide the officers of the Fund Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended. The Sub-Adviser promptly shall notify the Fund Trust and the Adviser in the event that: (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 Fund Trust (excluding class action suits in which the 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; 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 proposed to occur; provided however, that regulatory examinations believed to be routine shall not be required to be reported by this provision. Notwithstanding the foregoing, any non-material compliance matter or regulatory examination deemed to be routine, shall nonetheless be disclosed in the Sub-Adviser’s response to quarterly and other periodic questionnaires sent by the Trust’s Compliance group.