Common use of Compliance Obligations Clause in Contracts

Compliance Obligations. The Subadvisor shall promptly provide to the Portfolio's compliance personnel the following documents: (a) copies of all SEC examination correspondence, including correspondence regarding books and records examinations and "sweep" examinations, issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondence is commonly referred to as a "deficiency letter") relating to any aspect of the Subadvisor's investment advisory business and the Subadvisor's responses thereto; (b) a report of any material violations of the Subadvisor's compliance program or any "material compliance matters" (as such term is defined in Rule 38a-1 under the 0000 Xxx) that have occurred with respect to the Subadvisor's compliance program; (c) a report of any material changes to the policies and procedures that compose the Subadvisor's compliance program; and (d) a copy of the Subadvisor's chief compliance officer's report regarding the annual review of the Subadvisor's compliance program as required by Rule 206(4)-7 under the Advisers Act. The Subadvisor agrees to cooperate with periodic reviews by the Portfolio's compliance personnel of the Subadvisor's compliance program and the operation and implementation of the compliance program. The Subadvisor agrees to provide reasonable access, during normal business hours, to the Subadvisor's facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Subadviser. The Subadvisor agrees to provide the Portfolio's compliance personnel such additional information and certifications in respect of the Subadvisor's compliance policies and procedures and related matters as the Portfolio's compliance personnel may reasonably request.

Compliance Obligations. The Subadvisor shall promptly provide to the Portfolio's ’s compliance personnel the following documents: (a) copies summary of all final SEC examination correspondence, including correspondence regarding books and records examinations and "“sweep" ” examinations, issued during the term of this Agreement, in which the SEC identified any material concerns, issues or matters (such correspondence is commonly referred to as a "“deficiency letter"”) relating to any aspect personnel, technology and processes of the Subadvisor's investment advisory business , that could impact the services provided by the Subadvisor under this Agreement and the Subadvisor's ’s responses thereto; (b) a report of any material violations of the Subadvisor's ’s compliance program or any "“material compliance matters" ” (as such term is defined in Rule 38a-1 under the 0000 1000 Xxx) that have occurred with respect to the Subadvisor's ’s compliance program; (c) a report of any material changes to the policies and procedures that compose the Subadvisor's ’s compliance program; and (d) a copy of the Subadvisor's ’s chief compliance officer's ’s report regarding the annual review of the Subadvisor's ’s compliance program as required by Rule 206(4)-7 under the Advisers Act. The Subadvisor agrees to cooperate with periodic reviews by the Portfolio's ’s compliance personnel of the Subadvisor's ’s compliance program and the operation and implementation of the compliance program. The Subadvisor agrees to provide reasonable access, during normal business hours, to the Subadvisor's ’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Subadviser. The Subadvisor agrees to provide the Portfolio's ’s compliance personnel such additional information and certifications in respect of the Subadvisor's ’s compliance policies and procedures and related matters as the Portfolio's ’s compliance personnel may reasonably request.

Compliance Obligations. The Subadvisor shall promptly provide to the Portfolio's ’s compliance personnel the following documents: (a) copies of all final SEC examination correspondence, including correspondence regarding books and records examinations and "“sweep" ” examinations, issued during the term of this Agreement, in which the SEC identified any material concerns, issues or matters (such correspondence is commonly referred to as a "“deficiency letter"”) relating to any aspect personnel, technology and processes of the Subadvisor's investment advisory business , that could impact the services provided by the Subadvisor under this Agreement and the Subadvisor's ’s responses thereto; (b) a report of any material violations of the Subadvisor's ’s compliance program or any "“material compliance matters" ” (as such term is defined in Rule 38a-1 under the 0000 1000 Xxx) relating to any personnel, technology and processes of the Subadvisor that have occurred with respect to the Subadvisor's ’s compliance programprogram and that could impact the services provided by the Subadvisor under this Agreement; (c) a report of any material changes to the policies and procedures that compose the Subadvisor's ’s compliance program; and (d) a copy of the Subadvisor's ’s chief compliance officer's ’s report (or similar document(s) which serve the same purpose) regarding the annual review of the Subadvisor's ’s compliance program as required by Rule 206(4)-7 under the Advisers Act. The Subadvisor agrees to cooperate with periodic reviews by the Portfolio's ’s compliance personnel of the Subadvisor's ’s compliance program and the operation and implementation of the compliance program. The Subadvisor agrees to provide reasonable access, during normal business hours, to the Subadvisor's ’s facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Subadviser. The Subadvisor agrees to provide the Portfolio's ’s compliance personnel such additional information and certifications in respect of the Subadvisor's ’s compliance policies and procedures and related matters as the Portfolio's ’s compliance personnel may reasonably request.

Compliance Obligations. The Subadvisor shall promptly provide to the Portfolio's ’s compliance personnel the following documentspersonnel: (a) copies notice of all any SEC examination correspondenceroutine or “sweep” examination, including correspondence regarding books and records examinations and "sweep" examinationsa summary of any SEC written finding, concern or issue resulting from any such examination, occurring or issued during the term of this Agreement, in which the SEC identified any concerns, issues or matters (such correspondence is commonly referred to as a "deficiency letter") relating to any aspect the Subadvisor’s management of the Portfolio or impacting its management of the Portfolio and, upon request, a summary of the Subadvisor's investment advisory business and the Subadvisor's responses thereto’s response to such an SEC written finding, concern or issue arising out of an examination; (b) a report of any material violations of the Subadvisor's ’s compliance program or any "“material compliance matters" ” (as such term is defined in Rule 38a-1 under the 0000 1000 Xxx) that have occurred with respect to the Subadvisor's ’s compliance programprogram related to Subadvisor’s management of the Portfolio, and a copy of the Subadvisor’s chief compliance officer annual report required by Rule 206(4)-7 under the Advisers Act (“Subadvisor’s CCO Annual Report”) containing, among other things, a list of any other material violations; (c) a report of any material changes to the policies and procedures that compose comprise the Subadvisor's ’s compliance program, and a summary of all changes to these policies and procedures contained in the Subadvisor’s CCO Annual Report delivered annually; and (d) a copy of the Subadvisor's chief compliance officer's report regarding the annual review of the Subadvisor's compliance program as required by Rule 206(4)-7 under the Advisers Act’s CCO Annual Report. The Subadvisor agrees to cooperate with periodic reviews by the Portfolio's ’s compliance personnel of the Subadvisor's ’s compliance program and the operation and implementation of the compliance program. The Subadvisor agrees to provide reasonable access, during normal business hours, to the Subadvisor's ’s facilities for the purpose of conducting pre-arranged on-site compliance compliance-related due diligence meetings with personnel of the SubadviserSubadvisor. The Subadvisor agrees to provide the Portfolio's ’s compliance personnel such additional information and certifications in respect of the Subadvisor's ’s compliance policies and procedures and related matters as the Portfolio's ’s compliance personnel may reasonably request.

Compliance Obligations. The Subadvisor shall promptly provide to the Portfolio's compliance personnel the following documents: (a) copies of all final SEC examination correspondence, including correspondence regarding books and records examinations and "sweep" examinations, issued during the term of this Agreement, in which the SEC identified any material concerns, issues or matters (such correspondence is commonly referred to as a "deficiency letter") relating to any aspect personnel, technology and processes of the Subadvisor's investment advisory business , that could impact the services provided by the Subadvisor under this Agreement and the Subadvisor's responses thereto; (b) a report of any material violations of the Subadvisor's compliance program or any "material compliance matters" (as such term is defined in Rule 38a-1 under the 0000 Xxx) relating to any personnel, technology and processes of the Subadvisor that have occurred with respect to the Subadvisor's compliance programprogram and that could impact the services provided by the Subadvisor under this Agreement; (c) a report of any material changes to the policies and procedures that compose the Subadvisor's compliance program; and (d) a copy of the Subadvisor's chief compliance officer's report (or similar document(s) which serve the same purpose) regarding the annual review of the Subadvisor's compliance program as required by Rule 206(4)-7 under the Advisers Act. The Subadvisor agrees to cooperate with periodic reviews by the Portfolio's compliance personnel of the Subadvisor's compliance program and the operation and implementation of the compliance program. The Subadvisor agrees to provide reasonable access, during normal business hours, to the Subadvisor's facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the Subadviser. The Subadvisor agrees to provide the Portfolio's compliance personnel such additional information and certifications in respect of the Subadvisor's compliance policies and procedures and related matters as the Portfolio's compliance personnel may reasonably request.

Compliance Obligations. The Throughout the term of this Agreement, Subadvisor shall promptly provide to the PortfolioDiversified's compliance personnel the following documents: (a) copies notification of all SEC a regulatory examination correspondence, including correspondence regarding books and records examinations and "sweep" examinations, issued during of the term Subadvisor that relates to the management of this Agreement, in which the SEC identified any concerns, issues Portfolio or matters (such correspondence is commonly referred to as that the Subadvisor reasonably believes will have a "deficiency letter") relating to any aspect of material impact on the Subadvisor's investment advisory business or reputation, as well as documentation describing the results of any such examination and the Subadvisor's responses thereto; (b) a report of any material violations of the Subadvisor's compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act or any "material compliance matters" (as such term is defined in Rule 38a-1 under the 0000 Xxx) that have occurred with respect to the Subadvisor's such compliance program; (c) a report of any material changes to the written policies and procedures relating to the management of the Portfolio that compose comprise the Subadvisor's compliance programprogram adopted pursuant to Rule 206(4)-7 under the Advisers Act; and (d) a copy documentation describing the results of the Subadvisor's chief compliance officer's report regarding the annual review of the Subadvisor's compliance program as required by Rule 206(4)-7 under the Advisers Act. The Subadvisor agrees to cooperate with periodic reviews by the Portfolio's compliance personnel of the Subadvisor's compliance program adopted pursuant to Rule 206(4)-7 under the Advisers Act and the operation and implementation of the compliance program. The Subadvisor agrees to provide reasonable access, during normal business hours, to the Subadvisor's facilities for the purpose of conducting pre-arranged on-site compliance related due diligence meetings with personnel of the SubadviserSubadvisor. The Subadvisor agrees to provide the Portfolio's compliance personnel such additional information and certifications in respect of the Subadvisor's compliance policies and procedures and related matters adopted pursuant to Rule 206(4)-7 as the Portfolio's compliance personnel may reasonably requestrequest to enable the Portfolio to comply with Rule 38a-1 under the 1940 Act.