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:
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Trust in writing of the occurrence of any of the following:
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Fund in writing of the occurrence of any of the following:
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Subadviser in writing of the occurrence of any of the following events:
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will notify the Manager in writing within five (5) business days of the occurrence of any of the following events:
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser has furnished the Sub-Adviser with copies of each of the following documents and will furnish to the Sub-Adviser all future amendments and supplements to such documents, if any, as soon as such documents become available:
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Fund 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 Fund; and
c. the chief executive officer or managing member of the Adviser or the portfolio manager of the Fund changes.
PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Manager in writing of the occurrence of any of the following events: 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; 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 the chief executive officer or controlling stockholder of the Adviser or the portfolio manager of any 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: the termination of the Investment Advisory Agreement between Adviser and the Trust; 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 Portfolios and such other information as is necessary for the Portfolio manager to carry out its obligations under this Agreement; and additions or withdrawals of cash to the Portfolios. SERVICES TO OTHER CLIENTS The Adviser understands, and has advised the Trust's Board of Trustees, that the Subadviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts and as investment adviser or subadviser to other investment companies. Further, the Adviser understands, and has advised the Trust's Board of Trustees that the Subadviser and its affiliates may give advice and take action for its accounts, including investment companies, which differs from advice given on the timing or nature of action taken for the Portfolio. The Subadviser is not obligated to initiate transactions for a Portfolio in any security which the Subadviser, its partners, affiliates or employees may purchase or sell for their own accounts or other clients. CONSULTATION WITH SUBADVISERS TO OTHER TRUST PORTFOLIOS As required by Rule 17a-10 under the Investment Company Act of 1940, the Subadviser is prohibited from consulting with the entities listed below concerning transactions for a Portfolio in securities or other assets: other subadvisers to a Portfolio; other subadvisers to a Trust portfolio; and other subadvisers to a portfolio under common control with the Portfolio. Adviser will provide Subadviser with a list of all such other subadvisers, and any applicable changes thereto, and Subadviser shall be entitled to rely on such list as being complete and accurate until notified in writing by Adviser to the contrary. AMENDMENTS TO THE AGREEMENT This Agreement may be amended by the parties only if such amendment is specifically approved by the vote of a majority of the Trustees of the Trust and by the vote of a majority of the Trustees of the Trust who are not interested persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. Any required shareholder approval shall be effective with respect to any Portfolio if a ma...
