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

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx) has or is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser 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 policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's ’s policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser Sub‑Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. The Upon request, the Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the Fund's 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 Adviser if in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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 ’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 an actual change in control of the Sub-Adviser changes, there is otherwise resulting in an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change in management of the Sub-Adviser) or an "“assignment" ” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon ------------------------------------------- detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure breach promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund's financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will Xxxxxxx xxxx promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is proposed to xx occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure to manage the 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 policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that quarterly report regarding the Allocated Fund is in 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, guidelines or proceduresprocedures as applicable to the Sub-Adviser's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly 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. The Upon request, the Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the Fund's Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) the controlling stockholder or executive committee an actual change in control of the Sub-Adviser changes, there is otherwise an actual change resulting in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of 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 Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is proposed to occurtx xxxxx.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly quarterly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, (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 ownership of shares in the defendant) or (B) the compliance by the Sub-Adviser with the federal or state securities laws in connection with the management of the Fund or, if instituted by the Commission, in connection with the Sub-Adviser's business generally or (ii) the controlling stockholder or executive committee of the Sub-Adviser changes, there is otherwise an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx) has hasoccurred or is proposed reasonably likely to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser Trust's chief compliance officer immediately upon detection of (i) any material failure to manage 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 policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that quarterly report regarding the Fund is in 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 Fund Policies as applicable to the Adviser's policies, guidelines or proceduresobligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser Board may reasonably request in connection with any such breach. The Sub-Upon request, the Adviser shall also provide the officers of the Fund Trust's chief compliance officer with supporting certifications in connection with such certifications of the Fund's Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser if Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change resulting in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the a Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the a Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the 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, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund Funds with supporting certifications in connection with such certifications of the Fund's Funds' financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will Axxxxxx xxll promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the a 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is proposed to propxxxx xx occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser Trust's chief compliance officer immediately upon detection of (i) any material failure to manage 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 policies, guidelines or proceduresprocedures required by the Adviser's Act. In addition, the Sub-Adviser shall provide a monthly certification that quarterly report regarding the Fund is in Fund's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or proceduresprocedures as applicable to the Adviser's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser Board may reasonably request in connection with any such breach. The Sub-Upon request, the Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the Fund's Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will Adxxxxx xxxx promptly notify the Adviser if Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change resulting in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of 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 Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is proposed to occurxxxxx.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any material failure to manage the 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 Sub-Adviser's ’s policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited procedures relevant to the 1940 Act and Subchapter M of Funds. The Sub Adviser agrees to promptly inform the Code, Adviser and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in Board of its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees actions to correct any such failure promptly and to take any action that failure. Upon request, the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications reasonably requested in connection with such certifications of the Fund's 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 Sub-Adviser reasonably believes is relevant to the Fund’s certification obligations under the Sxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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 ’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 an actual change in control of the Sub-Adviser changes, there is otherwise resulting in an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change in management of the Sub-Adviser) or an "“assignment" ” (as defined in the 0000 Xxx1940 Act) of this Agreement has occurred or is proposed otherwise expected to occur. The Adviser will promptly notify the Sub-Adviser in writing in the event a change in control of the Adviser or other event resulting in an “assignment” (as defined in the 1940 Act) of this Agreement has occurred or is otherwise expected to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure to manage the Fund Funds 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 policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that quarterly report regarding the Fund is in Funds' compliance with its investment objectives and policies, policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's Funds' and the Adviser's policies, guidelines or proceduresprocedures as applicable to the Sub-Adviser's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly 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. The Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the each Fund's financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will promptly Axxxxxx xxxx xxomptly notify the Adviser if Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Fund Trust (excluding class action suits in which the each 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 changes or an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change resulting in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund's financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The SubXxx-Adviser will Xxxxxxx xxll promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is proposed to occurxx xxxxx.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of 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 Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is proposed to occurxxxxx.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure to manage the 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 policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in quarterly report regarding each Fund's compliance with its investment objectives and policies, policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's Funds' and the Adviser's policies, guidelines or proceduresprocedures as applicable to the Sub-Adviser's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly 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. The Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the Fund's Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will promptly Axxxxxx xxxx xxomptly notify the Adviser if Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) the controlling stockholder or executive committee of the Sub-Adviser changes, there is otherwise changes or an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change resulting in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser 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 Sub-Adviser's ’s policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser or the Board may reasonably request in connection with any such breach. The Upon request, the Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the Fund's Fund financial statements and the Trust’s disclosure controls adopted pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the implementing regulations adopted thereunder, and agrees to inform the Trust of any material development related to a Fund that the Adviser reasonably believes is relevant to the Fund’s certification obligations under the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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 ’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 an actual change in control of the Sub-Adviser changes, there is otherwise resulting in an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change in management of the Sub-Adviser) or an "“assignment" ” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter Subchapters L and M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of 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 Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is 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 immediately upon detection of (i) any material failure to manage the any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or proceduresprocedures related to the Sub-Adviser's management of the Fund. In addition, the Sub-Adviser shall provide a monthly certification that quarterly report regarding the Fund is in Fund's compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or proceduresprocedures as applicable to the Sub-Adviser's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly 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. The Upon request, the Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the Fund's Fund financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will promptly Adxxxxx xxxx xxxmptly notify the Adviser if Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) the controlling stockholder or executive committee an actual change in control of the Sub-Adviser changes, there is otherwise an actual change resulting in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon ------------------------------------------- detection of (i) any failure to manage the a Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the a Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly quarterly certification that the 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, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the each Fund's financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will Axxxxxx xxll promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the a 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is proposed to occurpropoxxx xx xccur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the a Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the a Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the 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, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund Funds with supporting certifications in connection with such certifications of the Fund's Funds' financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the a 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx) has or is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the a Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the a Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the 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, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund Funds with supporting certifications in connection with such certifications of the Fund's Funds' financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will promptly Axxxxxx xxxx xxomptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the a 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter Subchapters L and M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx) has or is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any material failure with respect to manage its determinations provided to the Adviser in connection with the management of any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to use commercially reasonable efforts to correct any such failure promptly promptly, work with the Adviser and the Board to enable them to correct any such failure promptly, and otherwise to take any action that the Adviser or the Board may reasonably request in connection with any such breach. The Upon request, the Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the Fund's 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 Adviser if in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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 ’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 an actual change in control of the Sub-Adviser changes, there is otherwise resulting in an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change in management of the Sub-Adviser) or an "“assignment" ” (as defined in the 0000 1000 Xxx) has occurred or is otherwise 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 Adviser immediately upon detection of (i) any failure to manage the Fund Portfolio in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the FundPortfolio's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Sub- Adviser shall provide a monthly certification that the Fund 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, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the FundPortfolio's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Fund Portfolio (excluding class action suits in which the Fund 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx) has or is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser Fund's chief compliance officer immediately upon detection of (i) any material failure to manage the Fund 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 any of the Fund's or the Adviser's policies, guidelines or proceduresprocedures 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 policies. In addition, the Sub-Adviser shall provide a monthly certification that quarterly report regarding the Fund is in Assets' compliance with its the Fund's investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications procedures as applicable to the BoardAdviser's obligations under this Agreement. The Sub-Adviser agrees to correct any such failure promptly and to take any action that Upon request, the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund's Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if Fund in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change resulting in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser Trust ' s chief compliance officer immediately upon detection of of: (i) any material failure to manage the 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 policiespolicies , guidelines guidelines, or procedures. In addition, the Sub-Adviser shall provide a monthly certification that quarterly repo1i regarding each Fund's compliance with the Fund is in compliance with its ' 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, guidelines guidelines, or proceduresprocedures as applicable to the Adviser ' s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser Board reasonably may reasonably request in connection with any such breach. The Sub-Upon request, the Adviser shall also provide the officers of the Fund Trust with supporting certifications ce1iifications in connection with such certifications of the Fund's Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx ActAct of 2002, as amended. The Sub-Adviser will shall promptly notify the Adviser if Trust in the event that: (iA) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry inquiry, or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Fund Trust (excluding class action suits in which the 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) 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 or a material change resulting in management of the Sub-Adviser) or an "assignment" (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon detection of (i) any failure to manage the Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure breach promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund with supporting certifications in connection with such certifications of the Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx) has or is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately upon ------------------------------------------- detection of (i) any failure to manage the a Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any breach of any of the a Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly quarterly certification that the 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, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly quarterly compliance certifications to the Board. The Sub-Adviser agrees to correct any such failure promptly and to take any action that the Adviser may reasonably request in connection with any such breach. The Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the each Fund's financial statements and disclosure controls pursuant to the XxxxxxxxSarbanes-Xxxxx Oxley Act. The Sub-Adviser will Axxxxxx xxll promptly notify the Adviser if (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the a 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) 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 or a material change in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has or is proposed to propxxxx xx occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately as soon as practically possible upon detection becoming aware of (i) any material failure to manage the 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 Sub-Adviser's ’s policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's and the Adviser's policies, guidelines or procedures. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. 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 may reasonably request in connection with any such breach. The Upon request, the Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the Fund's 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 Adviser if in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the 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 ’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 an actual change in control of the Sub-Adviser changes, there is otherwise resulting in an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change in management of the Sub-Adviser) or an "“assignment" ” (as defined in the 0000 Xxx1940 Act) that has occurred or is otherwise proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately Trust’s chief compliance officer promptly upon detection of of: (i) any material failure to manage the 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 ’s policies, guidelines or proceduresprocedures applicable to the Funds. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in quarterly report regarding each Fund’s compliance with its the Fund’s investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, and the Fund's and ’s policies, guidelines, or procedures as applicable to the Adviser's policies, guidelines or procedures’s obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly and to take any action that the Adviser Board reasonably may reasonably request in connection with any such said breach. The Sub-Upon request, the Adviser also shall also provide the officers of the Fund Trust with supporting certifications in connection with such said certifications of the Fund's Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx ActAct of 2002, as amended. The Sub-Adviser will shall promptly notify the Adviser if 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 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 or a material change resulting in management of the Sub-Adviser) or an "“assignment" ” (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Adviser immediately Trust's chief compliance officer promptly upon detection of of: (i) any material failure to manage the 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 policies, guidelines or proceduresprocedures applicable to the Funds. In addition, the Sub-Adviser shall provide a monthly certification that the Fund is in quarterly report regarding each Fund's compliance with its the Fund's investment objectives and policies, applicable law, including, but not limited to to, the 1940 Act and Subchapter M of the Code, and the Fund's and policies, guidelines, or procedures as applicable to the Adviser's policies, guidelines or proceduresobligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly compliance certifications to the Board. The Sub-Adviser agrees to correct any such said failure promptly and to take any action that the Adviser Board reasonably may reasonably request in connection with any such said breach. The Sub-Upon request, the Adviser also shall also provide the officers of the Fund Trust with supporting certifications in connection with such said certifications of the Fund's Fund financial statements and disclosure controls pursuant to the XxxxxxxxSxxxxxxx-Xxxxx ActAct of 2002, as amended. The Sub-Adviser will shall promptly notify the Adviser if 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 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 or a material change resulting in management of the Sub-Adviser) or an "assignment" (as that term is defined in the 0000 Xxx1940 Act) has occurred or otherwise is proposed to occur.

Notification of Breach / Compliance Reports. The Sub-Adviser shall notify the Trust's Chief Compliance Officer and Adviser immediately upon detection of (i) any material failure to manage the Fund Funds 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 policies, guidelines or procedures. In addition, the Sub-Adviser shall provide a monthly certification that quarterly report regarding the Fund is in Funds' compliance with its investment objectives and policies, policies and applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, and the Fund's Funds' and the Adviser's policies, guidelines or proceduresprocedures as applicable to the Sub-Adviser's obligations under this Agreement. The Sub-Adviser acknowledges and agrees that the Adviser may, in its discretion, provide such monthly 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. The Sub-Adviser shall also provide the officers of the Fund Trust with supporting certifications in connection with such certifications of the each Fund's financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Sub-Adviser will promptly notify the Adviser if Trust in the event (i) the Sub-Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Fund Trust (excluding class action suits in which the each 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 changes or an actual change in control (whether through sale of all or substantially all the assets of the Sub-Adviser or a material change resulting in management of the Sub-Adviser) or an "assignment" (as defined in the 0000 Xxx1940 Act) has occurred or is otherwise proposed to occur.