PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Trust in writing of the occurrence of any of the following:
a. the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
b. the 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 Trust; and
c. the chief executive officer or managing member of the Adviser or the portfolio manager of any Fund changes.
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Manager (1) in the event the SEC or other governmental authority has censured the Adviser; placed limitations upon its activities, functions or operations; suspended or revoked its registration, if any, as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions or (2) upon having a reasonable basis for believing that the Portfolio has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code. The Adviser further agrees to notify the Manager promptly of any material fact known to the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. As reasonably requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of Adviser’s obligations and responsibilities contained in this Agreement, Adviser will provide reasonable assistance to the Trust in connection with the Trust’s compliance with the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38a-1 of the 1940 Act. Such assistance shall include, but is not limited to, (i) certifying periodically, upon the reasonable request of the Trust, that it is in compliance with all applicable “federal securities laws,” as required by Rule 38a-l under the 1940 Act, and Rule 206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits arranged by the Trust to evaluate the effectiveness of its compliance controls; (iii) providing the Trust’s chief compliance officer with direct access to its compliance personnel; (iv) providing the Trust’s chief compliance officer with periodic reports and (v) promptly providing special reports in the event of compliance problems. Further, Adviser is aware that: (i) the Chief Executive Officer (Principal Executive Officer) and Treasurer/Chief Financial Officer (Principal Financial Officer) of the Trust (collectively, the “Certifying Officers”) are required to certify the Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the 1940 Act; and (ii) the Certifying Officers must rely upon certain matters of fact generated by Adviser of which they do not have firsthand knowledge. Consequently, Adviser has in place and will observe procedu...
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Manager in writing of the occurrence of any of the following events:
A. the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
B. the 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 Trust; and/or
C. the chief executive officer or controlling stockholder of the Adviser or the portfolio manager of the Portfolios changes or there is otherwise an actual change in control or management of the Adviser.
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Subadviser in writing of the occurrence of any of the following events:
a. the termination of the Investment Advisory Agreement between Adviser and the Trust;
b. any supplement, amendment, modification or other change to the registration statement of the Trust as effective from time to time and such other documents governing the investment of the Portfolio and such other information as is necessary for the portfolio manager to carry out its obligations under this Agreement; and
c. additions or withdrawals of cash to the Portfolio.
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Manager in writing of the occurrence of any of the following events:
A. the Adviser fails to be registered as investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
B. the 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 Trust; and/or
C. the chief executive officer or controlling stockholder of the Adviser or the portfolio managers of the Portfolio changes or there is otherwise an actual change in control or management of the Adviser.
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Subadviser in writing of the occurrence of any of the following events:
a. the termination of the Investment Advisory Agreement between Adviser and the Trust;
b. any supplement, amendment, modification or other change to the registration statement of the Trust as effective from time to time and such other documents governing the investment of the Portfolio and such other information as is necessary for the portfolio manager to carry out its obligations under this Agreement;
c. additions or withdrawals of cash to the Portfolio;
d. the Adviser is served or otherwise receives notice of any material 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 pertinent to the subadvisory responsibilities, to the extent not otherwise prohibited by applicable law or order; and
e. any change in actual control or management of the Adviser that would result in the “assignment” of the advisory contract, as defined under the Investment Company Act.
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Manager in writing of the occurrence of any of the following events:
A. the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under the Agreement;
B. the 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 Trust (excluding class action suits in which the Trust is a member of the plaintiff class by reason of the Portfolio’s ownership of shares in the defendant); and/or
C. the chief executive officer or controlling stockholder of the Adviser or the portfolio managers of the Portfolio changes or there is otherwise an actual change in control or a material change in management of the Adviser.
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Manager in writing of the occurrence of any of the following events unless prohibited by applicable law:
A. the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
B. the 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 Trust (unless subject to confidentiality by order of a court or similar authority); and/or
C. the chief executive officer or controlling stockholder of the Adviser or the portfolio manager of the Portfolio changes or there is otherwise an actual change in control or management of the Adviser.
PROVISION OF CERTAIN INFORMATION BY ADVISER. Adviser will notify the Trust of the occurrence of any of the following events:
A. Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
B. 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 Trust; and/or
C. A change in control or management of Adviser is anticipated.
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Manager in writing of the occurrence of any of the following events:
A. the Adviser fails to be registered as an investment adviser under the Advisers Act or under the laws of any jurisdiction in which the Adviser is required to be registered as an investment adviser in order to perform its obligations under this Interim Agreement;
B. the 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 Trust;
C. the chief executive officer or controlling stockholder of the Adviser or the portfolio manager of either Portfolio changes or there is otherwise an actual change in control or management of the Adviser; and/or
D. change in the membership of the general partners of the Adviser within a reasonable time after such change.
