Common use of Notification of Error Events Clause in Contracts

Notification of Error Events. The Sub-Adviser shall notify the Adviser and the Fund promptly upon detection of any (i) material error in connection with its management of the Fund, (ii) material breach of the Compliance Policies, (iii) material violation of any applicable law or regulation, including the Investment Company Act and Section 851(b)(3) of the Internal Revenue Code of 1986, as amended, or (iv) material violation of the Sub-Adviser’s own compliance policies and procedures, in each case that relates to the Fund (collectively, “Error Events”). The Sub-Adviser shall also notify the Adviser promptly upon detection of any material violations of its compliance policies and procedures that relate to its activities as an investment adviser generally, to the extent that such violation could be considered material to the Sub-Adviser’s advisory clients. In the event of detection of such an Error Event, the Sub-Adviser shall also provide, upon reasonable request and in a format agreed upon by the Fund, the Adviser and the Sub-Adviser, a memorandum to the Adviser and the Fund that sufficiently describes any such error and the steps to be taken to correct the error, the action to be taken to prevent future occurrences of such error or, alternatively, a statement that the Sub-Adviser has reviewed its relevant controls, and has determined those controls are reasonably designed to prevent additional such errors in the future (and, to the extent relevant, that such controls are reasonably designed to prevent violations of the federal securities laws). Notwithstanding Section 7 of this Agreement, the Sub-Adviser shall reimburse the Fund for direct costs, losses or damages actually incurred or resulting from the Error Events, if any.

Notification of Error Events. The Sub-Adviser shall notify the Adviser and the Fund Company promptly upon detection of any (i) material error in connection with its management of the FundAllocated Assets, including but not limited to any trade errors, (ii) material breach of any of the Compliance PoliciesPolicies (defined below) or Investment Guidelines, (iii) material violation of any applicable law or regulation, including the Investment Company Act and Section 851(b)(3) of the Internal Revenue Code of 1986, as amended, or (iv) material violation of the Sub-Adviser’s own compliance policies and procedures, in each case that relates to the Fund Allocated Assets (collectively, “Error Events”). The Sub-Adviser shall also notify the Adviser promptly upon detection of any material violations of its compliance policies and procedures that relate to its activities as an investment adviser generally, to the extent that such violation could be considered material to the Sub-Adviser’s advisory clients. In the event of detection of such an Error Event, the Sub-Adviser shall also provide, upon reasonable request and in a format agreed upon by the FundCompany, the Adviser and the Sub-Adviser, a memorandum (which may be in e-mail form unless another format is specifically requested by the Adviser or the Board) to the Adviser and the Fund Company that sufficiently describes any such error and the steps to be taken to correct the errorerror (including those steps taken consistent with the Sub-Adviser’s trade error policy), the action to be taken to prevent future occurrences of such error or, alternatively, a statement that the Sub-Adviser has reviewed its relevant controls, and has determined those controls are reasonably designed to prevent additional such errors in the future (and, to the extent relevant, that such controls are reasonably designed to prevent violations of the federal securities laws). Notwithstanding Section 7 8 of this Agreement, the Sub-Adviser shall reimburse the Fund Company for direct costs, losses or damages actually incurred arising out of or resulting from the Error EventsEvent. For the avoidance of doubt, any deviation from the Investment Guidelines or other applicable limitation or requirements solely due to market movement or redemption or purchase activity within the Allocated Assets shall not be deemed to be an Error Event for purposes of this Section 2(e), except to the extent the Sub-Adviser could have reasonably complied with the Investment Guidelines notwithstanding such market movement or redemption or purchase activity within the Allocated Assets. The Adviser shall notify the Sub-Adviser if anyit is or becomes (i) a “bad actor” as described in Rule 506(d)(1)(i) under the Securities Act of 1933, as amended; (ii) an “ineligible person” within the meaning of Rule 206(4)-1(e)(9) under the Advisers Act; or (iii) is required to respond “yes” to any question in item 11 of its Form ADV Part 1.

Notification of Error Events. The Sub-Adviser shall notify the Adviser and the Fund Company promptly upon detection of any (i) material error in connection with its management of the FundAllocated Assets, including but not limited to any trade errors, (ii) material breach of any of the Compliance PoliciesPolicies or Investment Guidelines, (iii) material violation of any applicable law or regulation, including the Investment Company Act and Section 851(b)(3) of the Internal Revenue Code of 1986, as amended, or (iv) material violation of the Sub-Adviser’s own compliance policies and procedures, in each case that relates to the Fund Allocated Assets (collectively, “Error Events”). The Sub-Adviser shall also notify the Adviser promptly upon detection of any material violations of its compliance policies and procedures that relate to its activities as an investment adviser generally, to the extent that such violation could be considered material to the Sub-Adviser’s advisory clients. In the event of detection of such an Error Event, the Sub-Adviser shall also provide, upon reasonable request and in a format agreed upon by the FundCompany, the Adviser and the Sub-Adviser, a memorandum to the Adviser and the Fund Company that sufficiently describes any such error and the steps to be taken to correct the errorerror (including those steps taken consistent with the Sub-Adviser’s trade error policy), the action to be taken to prevent future occurrences of such error or, alternatively, a statement that the Sub-Adviser has reviewed its relevant controls, and has determined those controls are reasonably designed to prevent additional such errors in the future (and, to the extent relevant, that such controls are reasonably designed to prevent violations of the federal securities laws). Notwithstanding Section 7 9 of this Agreement, the Sub-Adviser shall reimburse the Fund Company for direct costs, losses or damages actually incurred arising out of or resulting from the Error Eventserror, if any. For the avoidance of doubt, the Sub-Adviser need not reimburse the Company for any punitive, incidental, special, indirect or consequential damages arising out of or resulting from any error. For the avoidance of doubt, any deviation from the Investment Guidelines or other applicable limitation or requirements solely due to market movement or redemption or purchase activity within the Allocated Assets shall not be deemed to be an Error Event for purposes of this Section, except to the extent the Sub-Adviser could have reasonably complied with the Investment Guidelines notwithstanding such market movement or redemption or purchase activity within the Allocated Assets.