NOTIFICATIONS AND CERTIFICATIONS Sample Clauses

NOTIFICATIONS AND CERTIFICATIONS. The following notifications and certifications shall be provided hereunder: (i) Each party shall promptly notify the other in the event that it becomes aware that it or any of its affiliates: (a) is, or will likely be, subject to a statutory disqualification that prevents the party from serving as Manager or Sub-Adviser to the Series; (b) fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the party is required to be registered as an investment adviser in order to act as Manager or Sub-Adviser; (c) is the subject of an administrative proceeding or enforcement action by the U.S. Securities and Exchange Commission (the "SEC") or other regulatory authority; (d) is, or to the party's actual knowledge will likely be, 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, or governmental authority, involving the affairs of the Trust or the Manager or any of their affiliates; (e) is, or to the party's actual knowledge will likely be, 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, or governmental authority, involving the affairs of the Sub-Adviser or any of its affiliates which would be material to the Sub-Adviser's role in relation to the Series; or (f) is involved in any material litigation or administrative proceeding brought against the party or any of its management persons (as defined in Form ADV). The Sub-Adviser further agrees to notify the Series and the Manager promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser or the Series' investment strategy or tactics that is not contained in the Registration Statement regarding the Series, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Sub-Adviser will notify the Trust, the Manager and the Board if its chief executive officer or any member of the portfolio management team named in the Registration Statement for the Series changes, or if there is, or there is expected to be, an actual change in control or management of the Sub-Adviser within the meaning of Rules 2a-6 and 202(a)(1)-1 under the 1940 Act and Advisers Act, respectively. The Sub-Adviser will promptly n...