Common use of Certain Information Clause in Contracts

Certain Information. Subadviser shall promptly notify Adviser in writing of the occurrence of any of the following events: (a) Subadviser shall fail to be registered as an investment adviser under the Advisers Act and under the laws of any jurisdiction in which Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; (b) Subadviser shall fail to be registered as a commodity pool operator or commodity trading advisor under the Commodity Exchange Act and under the laws of any jurisdiction in which Subadviser is required to be registered as a commodity pool operator or commodity trading advisor in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; (c) Subadviser shall have been served or otherwise have 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; (d) a change in control of Subadviser or any parent of Subadviser within the meaning of the 1940 Act is proposed, pending, contemplated or shall have occurred (provided that the requirement to provide prompt notice of events identified in this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plans, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of (i) the time Subadviser or any parent of it executes definitive documentation with respect to such an event and (ii) the time public announcement of such an event is made); (e) there is a material adverse change in the business or financial condition of Subadviser (provided that Subadviser shall not be liable for damages to the extent due to Subadviser's failure to provide notice of such a material adverse change); or (f) any event the occurrence of which may permit the Adviser immediately to terminate this Agreement pursuant to Section 5(a).

Certain Information. Subadviser (a) The Adviser, on behalf of the Fund, acknowledges receipt of Part II of the Sub-Adviser's Form ADV, Part I of which is filed with the U.S. Securities and Exchange Commission (the "SEC"), and which contains information concerning the Sub-Adviser's services and fees. (b) The Sub-Adviser shall promptly notify the Adviser in writing of the occurrence of any of the following events: (ai) Subadviser the Sub-Adviser shall fail to be registered as an investment adviser under the Advisers Act and under the laws of any jurisdiction in which Subadviser the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement Agreement, (ii) the Sub-Adviser has a reasonable basis for believing that the Fund has ceased to qualify or any other agreement concerning the provision of investment advisory services to the Fund; (b) Subadviser shall fail to be registered might not qualify as a commodity pool operator or commodity trading advisor regulated investment company under Subchapter M of the Commodity Exchange Act and under Code, (iii) the laws of any jurisdiction in which Subadviser is required to be registered as a commodity pool operator or commodity trading advisor in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; (c) Subadviser Sub-Adviser shall have been served or otherwise have 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 (div) a change in control the principal investment officers of Subadviser the Sub-Adviser or any parent portfolio manager of Subadviser within the meaning Fund employed or supervised by the Sub-Adviser shall have changed. (c) The Fund has delivered to the Sub-Adviser copies of each of the following documents and will deliver to it all future amendments and supplements, if any: (i) Declaration of Trust of the Trust, as in effect on the date hereof and as amended from time to time; (ii) By-laws of the Trust, as in effect on the date hereof and as amended from time to time; (iii) Certified resolutions of the Trustees authorizing the appointment of the Adviser and approving the form of the Investment Management Agreement; (iv) Certified resolutions of the Trustees authorizing the appointment of the Sub-Adviser and approving the form of this Agreement; (v) Registration statement under the 1940 Act is proposedand the Securities Act of 1933, pendingas amended, contemplated or shall have occurred (provided that as filed with the requirement to provide prompt notice of events identified in this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plans, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of (i) the time Subadviser or any parent of it executes definitive documentation with respect to such an event and (ii) the time public announcement of such an event is made); (e) there is a material adverse change in the business or financial condition of Subadviser (provided that Subadviser shall not be liable for damages SEC relating to the extent due Fund and Fund's shares and all amendments thereto; (vi) Notification of registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and all amendments thereto; and (vii) Prospectus and statement of additional information of the Trust, as currently in effect and as amended or supplemented from time to Subadviser's failure to provide notice of such a material adverse change); or (f) any event the occurrence of which may permit the Adviser immediately to terminate this Agreement pursuant to Section 5(a)time.

Certain Information. Subadviser (a) The Adviser, on behalf of the Fund, acknowledges receipt of Part II of the Sub-Adviser’s Form ADV, Part I of which is filed with the U.S. Securities and Exchange Commission (the “SEC”), and which contains information concerning the Sub-Adviser’s services and fees. (b) The Sub-Adviser shall promptly notify the Adviser in writing of the occurrence of any of the following events: (ai) Subadviser the Sub-Adviser shall fail to be registered as an investment adviser under the Advisers Act and under the laws of any jurisdiction in which Subadviser the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement Agreement, (ii) the Sub-Adviser has a reasonable basis for believing that the Fund has ceased to qualify or any other agreement concerning the provision of investment advisory services to the Fund; (b) Subadviser shall fail to be registered might not qualify as a commodity pool operator or commodity trading advisor regulated investment company under Subchapter M of the Commodity Exchange Act and under Code, (iii) the laws of any jurisdiction in which Subadviser is required to be registered as a commodity pool operator or commodity trading advisor in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; (c) Subadviser Sub-Adviser shall have been served or otherwise have 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 (div) a change in control the principal investment officers of Subadviser the Sub-Adviser or any parent portfolio manager of Subadviser within the meaning Fund employed or supervised by the Sub-Adviser shall have changed. (c) The Fund has delivered to the Sub-Adviser copies of each of the following documents and will deliver to it all future amendments and supplements, if any: (i) Declaration of Trust of the Trust, as in effect on the date hereof and as amended from time to time; (ii) By-laws of the Trust, as in effect on the date hereof and as amended from time to time; (iii) Certified resolutions of the Trustees authorizing the appointment of the Adviser and approving the form of the Investment Management Agreement; (iv) Certified resolutions of the Trustees authorizing the appointment of the Sub-Adviser and approving the form of this Agreement; (v) Registration statement under the 1940 Act is proposedand the Securities Act of 1933, pendingas amended, contemplated or shall have occurred (provided that as filed with the requirement to provide prompt notice of events identified in this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plans, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of (i) the time Subadviser or any parent of it executes definitive documentation with respect to such an event and (ii) the time public announcement of such an event is made); (e) there is a material adverse change in the business or financial condition of Subadviser (provided that Subadviser shall not be liable for damages SEC relating to the extent due Fund and Fund’s shares and all amendments thereto; (vi) Notification of registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and all amendments thereto; and (vii) Prospectus and statement of additional information of the Trust, as currently in effect and as amended or supplemented from time to Subadviser's failure to provide notice of such a material adverse change); or (f) any event the occurrence of which may permit the Adviser immediately to terminate this Agreement pursuant to Section 5(a)time.

Certain Information. Subadviser shall promptly notify Adviser in writing of the occurrence of any of the following events: (a) Subadviser shall fail to be registered as an investment adviser under None of the Advisers Act and under the laws of any jurisdiction in which Subadviser is documents required to be registered filed by the Company with the SEC or required to be distributed or otherwise disseminated to the Company’s stockholders by the Company in connection with the transactions contemplated by this Agreement (the “Company Disclosure Documents”), including the Schedule 14D-9, the proxy or information statement of the Company (the “Proxy Statement”), if any, to be filed with the SEC for use in connection with the solicitation of proxies from the Company’s stockholders in connection with the Merger and the Company Stockholders Meeting (as an investment adviser defined in Section 6.4(b) hereof), if any, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to perform its obligations under this Agreement or any other agreement concerning make the provision of investment advisory services to statements therein, in the Fund; (b) Subadviser shall fail to be registered as a commodity pool operator or commodity trading advisor under the Commodity Exchange Act and under the laws of any jurisdiction in which Subadviser is required to be registered as a commodity pool operator or commodity trading advisor in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; (c) Subadviser shall have been served or otherwise have 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 light of the Fund; (d) a change in control of Subadviser or any parent of Subadviser within the meaning of the 1940 Act is proposedcircumstances under which they are made, pending, contemplated or shall have occurred (provided that the requirement to provide prompt notice of events identified in this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plans, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of misleading (i) in the case of the Proxy Statement, as supplemented or amended, if applicable, at the time Subadviser such Proxy Statement or any parent amendment or supplement thereto is first mailed to stockholders of it executes definitive documentation with respect to the Company and at the time such an event stockholders vote on adoption and approval of this Agreement, and (ii) in the case of any Company Disclosure Document other than the Proxy Statement, at the time public announcement of the filing of such an event is made); Company Disclosure Document or any supplement or amendment thereto and at the time of any distribution or dissemination thereof and at the Acceptance Time. The Company Disclosure Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub or any of their respective Representatives for inclusion or incorporation by reference in the Company Disclosure Documents. (eb) there is The information with respect to the Company or any of its Subsidiaries that the Company furnishes to Parent in writing specifically for use in the Offer Documents, at the time of the filing of the Schedule TO, at the time of any distribution or dissemination of the Offer Documents, and at the Acceptance Time, will not contain any untrue statement of a material adverse change fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the business or financial condition light of Subadviser (provided that Subadviser shall the circumstances under which they were made, not be liable for damages to the extent due to Subadviser's failure to provide notice of such a material adverse change); or (f) any event the occurrence of which may permit the Adviser immediately to terminate this Agreement pursuant to Section 5(a)misleading.

Certain Information. Subadviser shall The Corporation will provide to Investor by telephone communication to a representative of Investor designated for this purpose (or, at the election of the Corporation, in writing): (a) promptly notify Adviser in writing upon the occurrence thereof, notice of any material disputes with any significant customer or supplier or the occurrence of any of the following events: (a) Subadviser shall fail other event which has had, or could reasonably be expected to be registered as an investment adviser under the Advisers Act and under the laws of any jurisdiction in which Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; have, a Material Adverse Effect; (b) Subadviser shall fail to be registered as a commodity pool operator or commodity trading advisor under promptly upon the Commodity Exchange Act and under the laws Corporation's receipt of any jurisdiction in which Subadviser is required to be registered as a commodity pool operator or commodity trading advisor in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; (c) Subadviser shall have been served or otherwise have written notice of any actionthereof, 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; (d) a change in control of Subadviser or any parent of Subadviser within the meaning of the 1940 Act is proposed, pending, contemplated or shall have occurred (provided that the requirement to provide prompt written notice of events identified in this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plans, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of (i) any material pending litigation affecting the time Subadviser Corporation or any parent of it executes definitive documentation with respect its subsidiaries, whether or not the claim is considered by the Corporation to such an event be covered by insurance, and (ii) any material pending administrative or arbitration proceeding or investigation, or the time public announcement receipt by the Corporation or any of such an event is made); its subsidiaries of any material notice or order from any regulatory body or agency having jurisdiction over the Corporation or any of its subsidiaries; (ec) there is a material adverse promptly upon the Corporation obtaining knowledge thereof, notice of (i) any change in the business or financial condition affairs of Subadviser the Corporation or any of its subsidiaries which has had, or could have, a Material Adverse Effect; (provided ii) any breach of any of its covenants, representations or warranties set forth in this Agreement; and (iii) a default by the Corporation or any of its subsidiaries under any note, indenture, loan agreement, mortgage, lease, deed or other material agreement to which the Corporation or such subsidiary is a party or by which the Corporation or any such subsidiary is bound, which default constitutes a payment default or a default that Subadviser shall not be liable for damages to entitles, or with notice or lapse of time or both would entitle, the extent due to Subadviser's failure to provide notice holder of such note, indenture, loan agreement, mortgage, lease, deed or other agreement to accelerate the payment or other obligations of the Corporation or such subsidiary thereunder provided such acceleration would constitute a material adverse change)Material Adverse Effect; and (d) with reasonable promptness, such other data, reports and information as from time to time Investor may reasonably request and such data, press releases, reports and information as the Corporation or (f) any event the occurrence of which its subsidiaries may permit the Adviser immediately from time to terminate this Agreement pursuant time furnish to Section 5(a)holders of its securities.

Certain Information. Subadviser (a) The Adviser, on behalf of the Fund, acknowledges receipt of Part II of the Sub-Adviser’s Form ADV which is filed with the U.S. Securities and Exchange Commission (the “SEC”), and which contains information concerning the Sub-Adviser’s services and fees. (b) The Sub-Adviser shall promptly notify the Adviser in writing of the occurrence of any of the following events: (ai) Subadviser the Sub-Adviser shall fail to be registered as an investment adviser under the Advisers Act and under the laws of any jurisdiction in which Subadviser the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement Agreement, (ii) the Sub-Adviser has a reasonable basis for believing that the Fund has ceased to qualify or any other agreement concerning the provision of investment advisory services to the Fund; (b) Subadviser shall fail to be registered might not qualify as a commodity pool operator or commodity trading advisor regulated investment company under Subchapter M of the Commodity Exchange Act and under Code, (iii) the laws of any jurisdiction in which Subadviser is required to be registered as a commodity pool operator or commodity trading advisor in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; (c) Subadviser Sub-Adviser shall have been served or otherwise have 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 (div) a change in control the principal investment officers of Subadviser the Sub-Adviser or any parent portfolio manager of Subadviser within the meaning Fund shall have changed. (c) The Fund has delivered to the Sub-Adviser copies of each of the following documents and will deliver to it all future amendments and supplements, if any: (i) Declaration of Trust of the Trust, as in effect on the date hereof and as amended from time to time; (ii) By-laws of the Trust, as in effect on the date hereof and as amended from time to time; (iii) Certified resolutions of the Trustees authorizing the appointment of the Adviser and approving the form of the Investment Management Agreement; (iv) Certified resolutions of the Trustees authorizing the appointment of the Sub-Adviser and approving the form of this Agreement; (v) Registration statement under the 1940 Act is proposedand the Securities Act of 1933, pendingas amended, contemplated or shall have occurred (provided that as filed with the requirement to provide prompt notice of events identified in this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plans, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of (i) the time Subadviser or any parent of it executes definitive documentation with respect to such an event and (ii) the time public announcement of such an event is made); (e) there is a material adverse change in the business or financial condition of Subadviser (provided that Subadviser shall not be liable for damages SEC relating to the extent due Fund and Fund’s shares and all amendments thereto; (vi) Notification of registration of the Fund under the 1940 Act on Form N-8A as filed with the SEC and all amendments thereto; and (vii) Prospectus and statement of additional information of the Trust, as currently in effect and as amended or supplemented from time to Subadviser's failure to provide notice of such a material adverse change); or (f) any event the occurrence of which may permit the Adviser immediately to terminate this Agreement pursuant to Section 5(a)time.

Certain Information. Subadviser shall promptly notify Adviser in writing of the occurrence of any of the following events: (a) Subadviser shall fail to be registered as an investment adviser under the Advisers Act and under the laws of any jurisdiction in which Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; (b) Subadviser shall fail to be registered as a commodity pool operator or commodity trading advisor under the Commodity Exchange Act and under the laws of any jurisdiction in which Subadviser is required to be registered as a commodity pool operator or commodity trading advisor in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; (c) Subadviser shall have been served or otherwise have 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; (d) a change in control of Subadviser or any parent of Subadviser within the meaning of the 1940 Act is proposed, pending, contemplated or shall have occurred (provided that the requirement to provide prompt notice of events identified in this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plans, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of (i) the time Subadviser or any parent of it executes definitive documentation with respect to such an event (unless such definitive documentation specifically prohibits Subadviser from disclosing the agreement at such time) and (ii) the time public announcement of such an event is made); (e) there is a material adverse change in the business or financial condition of Subadviser (provided that Subadviser shall not be liable for damages to the extent due to Subadviser's ’s failure to provide notice of such a material adverse change); or (f) any event the occurrence of which may permit the Adviser immediately to terminate this Agreement pursuant to Section 5(a).

Certain Information. Subadviser (a) The Sub-Adviser shall promptly notify the Adviser in writing of the occurrence of any of the following events: (a) Subadviser the Sub-Adviser shall fail to be registered as an investment adviser under the Advisers Act and under the laws of any jurisdiction in which Subadviser the Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; Agreement, (b) Subadviser shall fail the Sub-Adviser has a reasonable basis for believing that the Fund has ceased to be registered qualify or might not qualify as a commodity pool operator or commodity trading advisor regulated investment company under Subchapter M of the Commodity Exchange Act and under the laws of any jurisdiction in which Subadviser is required to be registered as a commodity pool operator or commodity trading advisor in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; Code (c) Subadviser the Sub-Adviser shall have been served or otherwise have 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 (d) a change in control of Subadviser the principal executive officers or any parent of Subadviser within the meaning senior investment professionals of the 1940 Act is proposed, pending, contemplated or Sub-Adviser in charge of investment decisions of the Fund shall have occurred changed. (provided that b) To facilitate the requirement to provide prompt notice Sub-Adviser’s fulfillment of events identified in its obligations under this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plansAgreement, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of Adviser will undertake the following: (i) The Adviser agrees, on an ongoing basis, to provide the time Subadviser or any parent of it executes definitive documentation Sub-Adviser with respect all amendments and supplements to such an event the Fund’s Prospectus. However, amendments and supplements which the Adviser reasonably believes could impact on the Sub-Adviser’s ability to fulfill its obligations under this Agreement shall be provided to the Sub-Adviser prior to filing with SEC; and (ii) the time public announcement Adviser agrees to provide or cause to be provided to the Sub-Adviser on an ongoing basis, such information as is reasonably requested by the Sub-Adviser for performance by the Sub-Adviser of such an event is made); (e) there is a material adverse change in its obligations under this Agreement, and the business or financial condition of Subadviser (provided that Subadviser Sub-Adviser shall not be liable for damages in breach of any term of this Agreement or be deemed to have acted negligently if the Adviser fails to provide or cause to be provided such requested information and the Sub-Adviser relies on the information most recently furnished to the extent due to Subadviser's failure to provide notice of such a material adverse change); or (f) any event the occurrence of which may permit the Adviser immediately to terminate this Agreement pursuant to Section 5(a)Sub-Adviser.

Certain Information. Subadviser shall promptly notify Adviser in writing of the occurrence of any of the following events: (a) Subadviser As a condition to exercising the registration rights provided for herein, each Holder, with respect to any Registrable Stock included in any registration, shall fail furnish the Company such information regarding such Holder and the Registrable Stock as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to be registered as an investment adviser under the Advisers Act and under the laws of any jurisdiction in which Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; Section 2. (b) Subadviser shall fail to be registered as a commodity pool operator or commodity trading advisor under the Commodity Exchange Act and under the laws The failure of any jurisdiction in which Subadviser is required Holder to be registered as a commodity pool operator or commodity trading advisor in order furnish the information requested pursuant to perform its obligations Section 2.5(a) shall not affect the obligation of the Company under this Agreement or any other agreement concerning the provision of investment advisory services Section 2 to the Fund; remaining Holders who furnish such information unless, in the reasonable opinion of counsel to the Company or the underwriters, such failure impairs or may impair the legality of the Registration Statement or the underlying offering. (c) Subadviser Each Holder, with respect to any Registrable Stock included in any registration, shall have been served cooperate in good faith with the Company and its underwriters, in connection with such registration, including placing such shares in escrow or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving custody to facilitate the affairs of the Fund; sale and distribution thereof. (d) a change in control of Subadviser or any parent of Subadviser within the meaning of the 1940 Act is proposedEach Holder, pending, contemplated or shall have occurred (provided that the requirement to provide prompt notice of events identified in this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plans, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of (i) the time Subadviser or any parent of it executes definitive documentation with respect to such an event and (ii) the time public announcement any Registrable Stock included in any registration, shall make no further sales or other dispositions, or offers therefor, of such shares under such registration statement if, during the effectiveness of such registration statement, such Holder is informed that an intervening event is made); (e) there is a material adverse change has occurred which, in the business or financial condition opinion of Subadviser (provided that Subadviser shall not be liable for damages counsel to the extent due Company, makes the prospectus included in such registration statement no longer comply with the Securities Act until such time as such Holder has received from the Company copies of a new, amended or supplemented prospectus complying with the Securities Act; provided, however, that the 90-day period referenced in Section 2.3(a) shall be extended by the number of days from the date on which the Holder is so informed up to Subadviser's failure to provide notice of such a material adverse change); and including the date on which the Holder receives new amended or (f) any event the occurrence of which may permit the Adviser immediately to terminate this Agreement pursuant to Section 5(a)supplemental prospectuses.

Certain Information. Subadviser Sub-Adviser shall promptly notify the Adviser in writing of the occurrence of any of the following events: : (a) Subadviser the Sub-Adviser shall fail to be registered as an investment adviser under the Advisers Act and under the laws of any jurisdiction in which Subadviser Sub-Adviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; ; (b) Subadviser the Sub-Adviser shall fail to be registered as a commodity pool operator or commodity trading advisor under the Commodity Exchange Act and under the laws of any jurisdiction in which Subadviser Sub-Adviser is required to be registered as a commodity pool operator or commodity trading advisor in order to perform its obligations under this Agreement or any other agreement concerning the provision of investment advisory services to the Fund; ; (c) Subadviser the Sub-Adviser shall have been served or otherwise have 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; ; (d) a change in control of Subadviser or any parent of Subadviser within the meaning of the 1940 Act is proposed, pending, contemplated or shall have occurred (provided that the requirement to provide prompt notice of events identified in this clause (d) shall not require Subadviser to disclose any confidential information or unannounced plans, and provided further that Subadviser shall in any event provide notice of events identified in this clause (d) by the earlier of (i) the time Subadviser or any parent of it executes definitive documentation with respect to such an event and (ii) the time public announcement of such an event is made); (e) there is a material adverse change in the business or financial condition of Subadviser the Sub-Adviser (provided that Subadviser the Sub-Adviser shall not be liable for damages to the extent due to Subadviserthe Sub-Adviser's failure to provide notice of such a material adverse change); or or (fe) any event the occurrence of which may permit the Adviser immediately to terminate this Agreement pursuant to Section 5(a); or (f) the Sub-Adviser is no longer eligible for insurance coverage as required under the agreement.