Common use of Trade Errors Clause in Contracts

Trade Errors. The Sub-Adviser shall 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 a memorandum 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 access to the Adviser and the Fund, or their agents, to all documents and information related to any error, its analysis and correction, and the correction of all errors impacting the Fund must be corrected to the satisfaction of the Adviser and the Fund. Notwithstanding Section 9, the Sub-Adviser will reimburse the Fund for costs, losses or damages incurred directly resulting from the error, if any. 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 provision.