Common use of Compliance Program and Ongoing Certification(s) Clause in Contracts

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser shall timely provide to the Manager: (i) information and commentary with respect to the Allocated Assets for the Funds’ annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to the Allocated Assets, upon reasonable request, in order to support the Funds’ filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly sub-certification with respect to compliance matters related to Sub-Adviser and the Allocated Assets, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual certification from Sub-Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, with respect to the design and operation of Sub-Adviser’s compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund's annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of the Fund allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Fund, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual sub-certification with respect to matters relating to the Fund's compliance program under Rule 38a-1, and (iv) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requestedUpon Manager's request, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund's annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of the Fund allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Fund, in a format form reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual a quarterly certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format form reasonably requested by Manager; and (iv) such other information or certifications as the ManagerFund's Chief Compliance Officer shall reasonably request.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund's annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of the Fund allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Fund, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Investment Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund's annual and semi-annual reports, in a format approved by the Investment Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under of the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Fund, in a format reasonably requested by the Investment Manager, as it may be amended from time to time; and (iii) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under of the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, designee with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Investment Manager.

Compliance Program and Ongoing Certification(s). As reasonably requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund's annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of the Fund allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Fund, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual sub-certification with respect to matters relating to the Fund's compliance program under Rule 38a-1, and (iv) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ ' annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this AgreementPortion, including the relevant market conditions and the investment techniques and strategies used, and and, to the best of Subadviser's knowledge, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide such additional certifications as Manager may reasonably request related to Subadviser's management of the Allocated Assets, upon reasonable request, Funds in order to support the Funds’ ' filings on Form N-CSR and Form N-Q, and the Fund’s Funds' Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Funds, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual sub-certification with respect to matters relating to the Funds' compliance program under Rule 38a-1, as reasonably requested by Manager, and (iv) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Investment Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund’s annual and semi-annual reports, in a format approved by the Investment Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser’s management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under of the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser’s management of the Fund, in a format reasonably requested by the Investment Manager, as it may be amended from time to time; and (iii) an annual certification from Sub-Adviserthe Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, designee with respect to the design and operation of Sub-AdviserSubadviser’s compliance program, in a format reasonably requested by the Investment Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser shall timely provide to the ManagerAdviser: (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund’s annual and semi-annual reports, in a format approved by the ManagerAdviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to the Allocated Assets, upon reasonable request, in order to support the Funds’ Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly sub-certification with respect to compliance matters related to Sub-Adviser and the Allocated Assets, in a format reasonably requested by the ManagerAdviser, as it may be amended from time to time; and (iii) an annual certification from the Sub-Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, with respect to the design and operation of Sub-Sub- Adviser’s compliance program, in a format reasonably requested by the ManagerAdviser.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall use reasonable efforts to timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ ' annual and semi-annual reports, in a format approved by the Managermutually agreed between Manager and Subadviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this AgreementAssets, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Funds in order to support the Funds’ ' filings on Form N-CSR and Form N-Q, and the Fund’s Funds' Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Funds, in a format reasonably requested by the Manager, as it may be amended mutually agreed between Manager and Subadviser from time to time; and (iii) an annual sub-certification with respect to matters relating to the Funds' compliance program under Rule 38a-1, and (iv) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser shall timely provide to the ManagerAdviser: (i) information and commentary with respect to the Allocated Assets for the Funds’ annual and semi-annual reports, in a format approved by the ManagerAdviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to the Allocated Assets, upon reasonable request, in order to support the Funds’ filings on Form N-CSR and Form N-Q, and the Fund’s Funds’ Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly sub-certification with respect to compliance matters related to Sub-Adviser and the Allocated Assets, in a format reasonably requested by the ManagerAdviser, as it may be amended from time to time; and (iii) an annual certification from the Sub-Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, with respect to the design and operation of Sub-Sub- Adviser’s compliance program, in a format reasonably requested by the ManagerAdviser.

Compliance Program and Ongoing Certification(s). As requestedreasonably requested by Manager, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ ' annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of each Fund allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and and, to Subadviser's knowledge, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, misleading and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Funds in order to support the Funds’ ' filings on Form N-CSR and Form N-Q, and the Fund’s Funds' Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Funds, in a format reasonably requested form provided by the Manager, as it may be amended from time to time; and (iii) an annual a quarterly certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably form provided by Manager, as it may be amended from time to time; and (iv) such other information or certifications requested by the ManagerFunds' Chief Compliance Officer as shall be reasonably agreed to by Subadviser.

Compliance Program and Ongoing Certification(s). As reasonably requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ ' annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of each of the Funds allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Funds in order to support the Funds’ ' filings on Form N-CSR and Form N-Q, and the Fund’s Funds' Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Funds, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual sub-certification with respect to matters relating to the Funds' compliance program under Rule 38a-1, and (iv) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall use reasonable efforts to timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ annual and semi-annual reports, in a format approved by the Managermutually agreed between Manager and Subadviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this AgreementAssets, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser’s management of the Allocated Assets, upon reasonable request, Funds in order to support the Funds’ filings on Form N-CSR and Form N-Q, and the Fund’s Funds’ Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser’s management of the Funds, in a format reasonably requested by the Manager, as it may be amended mutually agreed between Manager and Subadviser from time to time; and (iii) an annual sub-certification with respect to matters relating to the Funds’ compliance program under Rule 38a-1, and (iv) an annual certification from Sub-Adviserthe Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, with respect to the design and operation of Sub-AdviserSubadviser’s compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requestedUpon Manager's request, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund's annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of the Fund allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Fund, in a format form reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual a quarterly certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format form reasonably requested by Manager; and (iv) such other information or certifications requested by the ManagerFund's Chief Compliance Officer as shall be reasonably requested.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund's annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of the Fund allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications subcertifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Fund, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual sub-certification with respect to matters relating to the Fund's compliance program under Rule 38a-1, and (iv) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund's annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of the Fund allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, . and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, Q. and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 30a•2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Fund, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ ' annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of each of the Funds allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Funds in order to support the Funds’ ' filings on Form N-CSR and Form N-Q, and the Fund’s Funds' Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and Subadviser's management of the Allocated AssetsFunds, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual sub-certification with respect to matters relating to the Funds' compliance program under Rule 38a-1, and (iv) an annual certification from Sub-Adviser’s Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser shall timely provide to the Manager: (i) information and commentary with respect to the Allocated Assets for the Funds’ annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide provide, when acting pursuant to Section (1)(b), additional certifications related to the Allocated Assets, upon reasonable request, in order to support the Funds’ filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) when acting pursuant to Section (1)(b), a monthly sub-certification with respect to compliance matters related to Sub-Adviser and the Allocated Assets, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual certification from Sub-Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, with respect to the design and operation of Sub-Adviser’s compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser shall timely provide to the ManagerAdviser: (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund’s annual and semi-annual reports, in a format approved by the ManagerAdviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to the Allocated Assets, upon reasonable request, in order to support the Funds’ Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly sub-certification with respect to compliance matters related to Sub-Adviser and the Allocated Assets, in a format reasonably requested by the ManagerAdviser, as it may be amended from time to time; and (iii) an annual certification from the Sub-Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, with respect to the design and operation of Sub-Adviser’s compliance program, in a format reasonably requested by the ManagerAdviser.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall use reasonable efforts to timely provide to the Manager: Subadviser (i) information and commentary with respect to the Allocated Assets for the Funds’ ' annual and semi-annual reports, in a format approved by the Managermutually agreed between Subadviser and Sub-Subadviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this AgreementAssets, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Sub-Subadviser's management of the Allocated Assets, upon reasonable request, Funds in order to support the Funds’ ' filings on Form N-CSR and Form N-Q, and the Fund’s Funds' Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSub-Subadviser's management of the Funds, in a format reasonably requested by the Manager, as it may be amended mutually agreed between Subadviser and Sub-Subadviser from time to time; and (iii) an annual sub-certification with respect to matters relating to the Funds' compliance program under Rule 38a-1, and (iv) an annual certification from the Sub-Adviser’s Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the ManagerSubadviser.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ each Fund's annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of the Fund allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of each Fund, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual sub-certification with respect to matters relating to each Fund's compliance program under Rule 38a-1, and (iv) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Investment Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund’s annual and semi-annual reports, in a format approved by the Investment Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and in a format reasonably requested by Investment Manager, as it may be amended from time to time, (Bii) provide additional certifications related to Subadviser’s management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under of the 1940 Act, thereon; thereon in a format reasonably requested by Investment Manager, as it may be amended from time to time, (iiiii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and Subadviser’s management of the Allocated AssetsFund, in a format reasonably requested by the Investment Manager, as it may be amended from time to time; and (iiiiv) an annual certification from Sub-AdviserSubadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, with respect to the design and operation of Sub-Adviser’s compliance program, in a format reasonably requested by the Manager.Advisers

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ ' annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of each of the Funds allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Funds in order to support the Funds’ ' filings on Form N-CSR and Form N-Q, and the Fund’s Funds' Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Funds, in a format reasonably requested by the Manager, as it may be amended from time to time; and (iii) an annual sub-certification with respect to matters relating to the Funds' compliance program under Rule 38a-1, in a format reasonably requested by Manager, and (iv) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the Manager.

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser Subadviser shall timely provide to the Manager: AEFC (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund's annual and semi-annual reports, in a format approved by the ManagerAEFC, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund's filings on Form N-CSR and Form N-Q, and the Fund’s 's Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under of the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Fund, in a format reasonably requested by the ManagerAEFC, as it may be amended from time to time; and (iii) an annual certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under of the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, designee with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably requested by the ManagerAEFC.

Compliance Program and Ongoing Certification(s). As requestedreasonably requested by Manager, Sub-Adviser Subadviser shall timely provide to the Manager: Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ ' annual and semi-annual reports, in a format approved by the Manager, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets portion of each of the Funds allocated to Subadviser under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, misleading and (B) provide additional certifications related to Subadviser's management of the Allocated Assets, upon reasonable request, Funds in order to support the Funds’ ' filings on Form N-CSR and Form N-Q, and the Fund’s Funds' Principal Executive Officer’s 's and Principal Financial Officer’s 's certifications under Rule 30a-2 under the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser Subadviser and the Allocated AssetsSubadviser's management of the Funds, in a format reasonably form requested by the Manager, as it may be amended from time to time; and (iii) an annual a quarterly certification from Sub-Adviser’s the Subadviser's Chief Compliance Officer, appointed under Rule 206(4)-7 under the Investment Advisers Act of 1940 (the “"Advisers Act”"), or his or her designee, with respect to the design and operation of Sub-Adviser’s Subadviser's compliance program, in a format reasonably form provided by Manager, as it may be amended from time to time; and (iv) such other information or certifications requested by the ManagerFunds' Chief Compliance Officer as shall be reasonably agreed to by Subadviser.

Compliance Program and Ongoing Certification(s). As reasonably requested, Sub-Adviser Subadviser shall timely provide to the Manager: Investment Manager (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund’s annual and semi-annual reports, in a format approved by the Investment Manager, and shall (Aa) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (Bb) provide (i) additional certifications related to Subadviser’s management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under of the 1940 Act, thereon; (ii) a monthly sub-certification with respect to compliance matters related to Sub-Adviser and the Allocated Assets, in a format reasonably requested by the Investment Manager, as it may be amended from time to time; (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser’s management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Sub-AdviserSubadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, designee with respect to the design and operation of Sub-AdviserSubadviser’s compliance program, in a format reasonably requested by the Manager.compliance

Compliance Program and Ongoing Certification(s). As requested, Sub-Adviser shall timely provide to the Manager: Adviser (i) information and commentary with respect to the Allocated Assets for the Funds’ Fund’s annual and semi-annual reports, in a format approved by the ManagerAdviser, and shall (A) certify that such information and commentary discuss the factors that materially affected the performance of the Allocated Assets under this Agreement, including the relevant market conditions and the investment techniques and strategies used, and do does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, and (B) provide additional certifications related to Sub-Adviser’s management of the Allocated Assets, upon reasonable request, Fund in order to support the Funds’ Fund’s filings on Form N-CSR and Form N-Q, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under of the 1940 Act, thereon; (ii) a monthly quarterly sub-certification with respect to compliance matters related to Sub-Adviser and the Allocated AssetsSub-Adviser’s management of the Fund, in a format reasonably requested by the ManagerAdviser, as it may be amended from time to time; and (iii) an annual certification from the Sub-Adviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under of the Investment Advisers Act of 1940 (the “Advisers Act”), or his or her designee, designee with respect to the design and operation of Sub-Adviser’s compliance program, in a format reasonably requested by the ManagerAdviser.