Common use of Trade Errors Clause in Contracts

Trade Errors. The Sub-Adviser shall, as promptly as reasonably practicable, notify the Adviser promptly upon detection of any error in connection with its management of the Allocated Portion, including but not limited to any trade errors. In the event of an error, the Sub-Adviser shall also provide written notice to the Adviser that sufficiently describes the error and the action to be taken to prevent future occurrences of that type of error or, alternatively, a statement that the Sub-Adviser has reviewed the relevant controls, and has determined those controls are reasonably designed to prevent additional errors in the future (and, to the extent relevant, that such controls are reasonably designed to prevent violations of the federal securities laws), and as such, no further action is required. Further, the Sub-Adviser shall provide reasonable access to the Adviser and the Fund, or their agents, to documents and information related to any error and the Sub-Adviser’s analysis and correction thereof. The correction of all errors impacting the Fund must be corrected to the reasonable satisfaction of the Adviser and the Fund. The Sub-Adviser will reimburse the Fund for costs, losses or damages incurred arising out of or resulting from an error, if any, caused by the bad faith, willful misfeasance or gross negligence by the Sub-Adviser in the performance (whether by act or omission) of its obligations or duties under this Agreement or by reason of reckless disregard of its obligations or duties hereunder; provided, however, that: (i) if there is a good faith dispute among the parties regarding the cause(s) of an error and the appropriate remedial action, the Adviser, the Fund and the Sub-Adviser shall cooperate reasonably to resolve the dispute and how to properly reimburse the Fund for the error; and (ii) the Sub-Adviser shall not be required to reimburse the Fund for any costs, losses or damages to the extent they result from a failure of the Custodian, the Adviser or any other agent, representative, counterparty or service provider of the Fund. It is acknowledged and agreed that any error that results in a gain to the Fund shall inure to the benefit of the Fund and shall not provide any offset against any liability of the Sub-Adviser under this Agreement. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the reimbursement obligation set forth in this provision, and the Fund or the Adviser is entitled to recovery from the Sub-Adviser pursuant to this provisions.

Trade Errors. The Sub-Adviser shall, as promptly as reasonably practicable, Advisor will notify the Adviser Manager of any Trade Error(s), regardless of materiality, promptly upon detection of any error in connection with its management of the Allocated Portion, including but not limited to any trade errorsdiscovery such Trade Error(s) by the Sub-Advisor. In the event of an errorNotwithstanding Section 5, the Sub-Adviser Advisor shall also provide written notice be liable to the Adviser that sufficiently describes Manager, the error and Fund or its shareholders for any loss suffered by the action Manager or the Fund resulting from Trade Errors due to be taken to prevent future occurrences negligence, misfeasance, or disregard of that type of error or, alternatively, a statement that the Sub-Adviser has reviewed the relevant controls, and has determined those controls are reasonably designed to prevent additional errors in the future (and, to the extent relevant, that such controls are reasonably designed to prevent violations duties of the federal securities laws)Sub Advisor or any of its directors, and as suchofficers, no further action is required. Furtheremployees, the Subagents (excluding any broker-Adviser shall provide reasonable access to the Adviser and the Fund, or their agents, to documents and information related to any error and the Sub-Adviser’s analysis and correction thereof. The correction of all errors impacting the Fund must be corrected to the reasonable satisfaction of the Adviser and the Fund. The Sub-Adviser will reimburse the Fund for costs, losses or damages incurred arising out of or resulting from an error, if any, caused by the bad faith, willful misfeasance or gross negligence dealer selected by the Sub-Adviser in the performance (whether by act Advisor), or omission) of its obligations or duties affiliates. For purposes under this Agreement or by reason of reckless disregard of its obligations or duties hereunder; providedSection 6, however, that: “Trade Errors” are defined as errors due to (i) if there is a good faith dispute among the parties regarding the cause(s) of an error and the appropriate remedial action, the Adviser, the Fund and erroneous orders by the Sub-Adviser shall cooperate reasonably to resolve the dispute and how to properly reimburse the Fund Advisor for the errorSeries that result in the purchase or sale of securities that were not intended to be purchased or sold; and (ii) erroneous orders by the Sub-Adviser shall not be required to reimburse Advisor that result in the Fund purchase or sale of securities for any costs, losses the Series in an unintended amount or damages to price; or (iii) purchases or sales of financial instruments which violate the extent they result from a failure of the Custodian, the Adviser investment limitations or any other agent, representative, counterparty or service provider of restrictions disclosed in the Fund. It is acknowledged and agreed that any error that results in a gain to the Fund shall inure to the benefit of the Fund and shall not provide any offset against any liability of ’s registration statement and/or imposed by applicable law or regulation (calculated at the Sub-Adviser under this AgreementAdvisor’s portfolio level), unless otherwise agreed to in writing. For the avoidance of doubt, it is acknowledged and agreed breaches of internal guidelines or procedures that the Fund is a third party beneficiary of the reimbursement obligation may be established by Sub-Advisor that are not also set forth in this provisionthe Fund’s registration statement or any applicable investment guidelines agreed to by the Manager and Sub-Advisor will not be deemed Trade Errors. In addition, and the Fund or the Adviser is entitled to recovery from Sub-Advisor shall not be responsible for errors caused by the Sub-Adviser pursuant Advisor’s reasonable reliance on a broker or dealer, the Fund’s custodian, administrator or accounting agent, or transfer agent. Similarly, Sub-Advisor shall not be responsible for errors caused by Sub-Advisors reasonable reliance on data from third parties. In the event an error is caused by a third party, Sub-Advisor will take reasonable measures to this provisionswork with that third party to place the Fund in a substantially similar position as the Fund would have been had the error not occurred.