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

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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly immediately upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's applicable policies, Investment Guidelines guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding monthly certification that the Fund's Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, Investment Guidelines guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement as provided to the Sub-Adviserprocedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon reasonable request, the The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications, to the extent applicable, certifications in connection with such certifications of Fund the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust in the event Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding proceeding, inquiry or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust Fund (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) the controlling stockholder or executive committee of the Sub-Adviser changes, there is otherwise an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser resulting or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 1940 Act0000 Xxx) has occurred or is otherwise proposed to occur.

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

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

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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly immediately upon detection of (i) any material failure to manage provide the sub-advisory services contemplated under this Agreement with respect to any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's Funds’ or the Adviser's applicable policies, Investment Guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, Investment Guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement as provided to the Sub-Adviser’s policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser Sub‑Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board and/or the Adviser may reasonably request in connection with any such breach. Upon reasonable request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications, to the extent applicable, certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the Sarbanes‑Oxley Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sarbanes‑Oxley Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding proceeding, inquiry or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an "“assignment" ” (as defined in the 1940 Act0000 Xxx) has occurred or is otherwise proposed to occur.

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

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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser ’s chief compliance officer promptly upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund’s investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's Funds’ policies, guidelines, or procedures or any of the Adviser's applicable ’s policies, Investment Guidelines guidelines or proceduresprocedures applicable to the Funds. In addition, the Sub-Adviser shall provide a quarterly report regarding each Fund’s compliance with the Fund's compliance with its ’s 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, Investment Guidelines guidelines, or procedures as applicable to the Sub-Adviser's ’s obligations under this Agreement as provided to the Sub-AdviserAgreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly and to take any action that the Board and/or the Adviser reasonably may reasonably request in connection with any such said breach. Upon reasonable request, the Sub-Adviser also shall also provide the officers of the Trust with supporting certifications, to the extent applicable, certifications in connection with such said certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx ActAct of 2002, as amended. The Sub-Adviser will shall promptly notify the Trust in the event that: (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding proceeding, inquiry, or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws laws; or (ii) an actual change in control of the Sub-Adviser resulting in an "“assignment" ” (as that term is defined in the 1940 Act) has occurred or otherwise is otherwise proposed to occur.

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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly immediately upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's applicable policies, Investment Guidelines guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding monthly certification that the Fund's Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter Subchapters L and M of the Code, and the Fund's and the Adviser's policies, Investment Guidelines guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement as provided to the Sub-Adviserprocedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon reasonable request, the The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications, to the extent applicable, certifications in connection with such certifications of Fund the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust in the event Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding proceeding, inquiry or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust Fund (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) the controlling stockholder or executive committee of the Sub-Adviser changes, there is otherwise an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser resulting or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 1940 Act0000 Xxx) has occurred or is otherwise proposed to occur.

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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly Trust ' s chief compliance officer immediately upon detection of of: (i) any material failure to manage any a Fund in accordance with its the Fund ' s investment objectives and policies or any applicable lawla w; or (ii) any material breach of any of the Fund's Funds' or the Adviser's applicable policiespolicies , Investment Guidelines guidelines, or procedures. In addition, the Sub-Adviser shall provide a quarterly report repo1i regarding the each Fund's compliance with its the Fund ' s investment objectives and policies, applicable lawlaw , including, but not limited to to, the 1940 Act and the diversification and source of income rules of Subchapter M of the Code, and the Fund's and the Adviser's policies, Investment Guidelines guidelines, or procedures as applicable to the Sub-Adviser's Adviser ' s obligations under this Agreement as provided to the Sub-AdviserAgreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser reasonably may reasonably request in connection with any such breach. Upon reasonable request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications, to the extent applicable, ce1iifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx ActAct of 2002, as amended. The Sub-Adviser will shall promptly notify the Trust in the event that: (iA) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding proceeding, inquiry, or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's Fund ' s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws ; or (iiB) an actual change in control of the Sub-Adviser resulting in an "assignment" (as that term is defined in the 1940 Act) has occurred or otherwise is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly immediately upon detection of (i) any material failure to manage any the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's applicable policies, Investment Guidelines guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding monthly certification that the Fund's Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, Investment Guidelines guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement as provided to the Sub-Adviserprocedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure breach promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon reasonable request, the The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications, to the extent applicable, certifications in connection with such certifications of Fund the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust in the event Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding proceeding, inquiry or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust Fund (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) the controlling stockholder or executive committee of the Sub-Adviser changes, there is otherwise an actual change in control (whether through sale of all or substantially all of the assets of the Sub-Adviser resulting or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 1940 Act0000 Xxx) has occurred or is otherwise proposed to occur.

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

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

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

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

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

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

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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly immediately upon detection of (i) any material failure to manage any a Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the a Fund's or the Adviser's applicable policies, Investment Guidelines guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund's monthly certification that each Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter Subchapters L and M of the Code, and the Fund's and the Adviser's policies, Investment Guidelines guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement as provided to the Sub-Adviserprocedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon reasonable request, the The Sub-Adviser shall also provide the officers of the Trust Funds with supporting certifications, to the extent applicable, certifications in connection with such certifications of Fund the Funds' financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust in the event Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding proceeding, inquiry or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust a Fund (excluding class action suits in which a the Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) the controlling stockholder or executive committee of the Sub-Adviser changes, there is otherwise an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser resulting or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 1940 Act0000 Xxx) has occurred or is otherwise proposed to occur.

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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly immediately upon detection of (i) any material failure to manage provide the sub-advisory services contemplated under this Agreement with respect to any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's Funds’ or the Adviser's applicable policies, Investment Guidelines or procedures. In addition, the Sub-Adviser shall provide a quarterly report regarding the Fund's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, Investment Guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement as provided to the Sub-Adviser. The Sub-Adviser acknowledges and agrees that the Adviser may’s policies, in its discretion, provide such quarterly compliance certifications to the Boardguidelines or procedures. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board and/or the Adviser may reasonably request in connection with any such breach. Upon reasonable request, the Sub-Adviser shall also provide the officers of the Trust with supporting certifications, to the extent applicable, certifications in connection with such certifications of Fund financial statements and the Trust’s disclosure controls adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust Adviser in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding proceeding, inquiry or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust or the Adviser (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ’s ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) an actual change in control of the Sub-Adviser resulting in an "“assignment" ” (as defined in the 1940 Act0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser promptly immediately upon detection of (i) any material failure to manage any Fund the Portfolio in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the FundPortfolio's or the Adviser's applicable policies, Investment Guidelines guidelines or procedures. In addition, the Sub-Sub- Adviser shall provide a quarterly report regarding monthly certification that the Fund's Portfolio is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M or Section 817(h) of the Code, and the FundPortfolio's and the Adviser's policies, Investment Guidelines guidelines or procedures as applicable to the Sub-Adviser's obligations under this Agreement as provided to the Sub-Adviserprocedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such quarterly monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Board and/or the Adviser may reasonably request in connection with any such breach. Upon reasonable request, the The Sub-Adviser shall also provide the officers of the Trust Fund with supporting certifications, to the extent applicable, certifications in connection with such certifications of Fund the Portfolio's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Trust in the event Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding proceeding, inquiry or formal investigation, at law or in equity, before or by any court, public board, or body, specifically involving the affairs of the Trust Portfolio (excluding class action suits in which a Fund the Portfolio is a member of the plaintiff class by reason of the FundPortfolio's ownership of shares in the defendant) or the compliance by the Sub-Adviser with the federal or state securities laws or (ii) the controlling stockholder or executive committee of the Sub-Adviser changes, there is otherwise an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser resulting or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 1940 Act0000 Xxx) has occurred or is otherwise proposed to occur.

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

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

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

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