Common use of Responsibility with Respect to Actions of Others Clause in Contracts

Responsibility with Respect to Actions of Others. TIP may place the investment portfolio of each of its funds, including the Fund, with one or more investment managers. Notwithstanding Section 3(a), to the extent the applicability of, or conformity with, the Requirements depends upon investments made by, or activity of, the managers other than the Manager, the Manager agrees to comply with such Requirements (i) to the extent that such compliance is within the Manager’s Investment Guidelines and (ii) to the extent that the Manager is provided with instructions from TIP sufficient to ascertain the applicability of such Requirements. It is understood and agreed that the Manager shall not be responsible under this Agreement for monitoring the Fund’s overall compliance with any provision of the 1940 Act, the Code or any other federal or state law or regulation, nor shall it be responsible for monitoring the Fund’s overall compliance with the diversification requirements under the 1940 Act or the Code. If it appears to the Fund at any time that the Fund may not be in compliance with any Requirement and the Fund or TAS so notifies the Manager, the Manager shall promptly take such actions not inconsistent with applicable law as the Fund or TAS may reasonably specify to effect compliance.