Common use of Compliance Program Clause in Contracts

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 206(4)-7 of the Investment Advisers Act (the "Compliance Procedures") and has provided a copy of such Compliance Procedures to the Fund; Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quarters, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law), the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quarters, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Act (the "“Compliance Procedures"”) and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's ’s Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law), the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised PersonsPersons (as defined in Section 202(a)(25) of the Investment Advisers Act), of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Act (the "“Compliance Procedures"”) and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's ’s Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law), the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the applicable requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Act (the "“Compliance Procedures"”) and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's ’s Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law), the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Act (the "Compliance Procedures") and has provided a copy of such Compliance Procedures to the Fund; Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made. As soon as practicable, but no later than 40 days, after Within 20 days of the end of the second and fourth calendar quarters, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law)period, the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quarters, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Act (the "“Compliance Procedures"”) and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's ’s Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law)period, the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Act (the "Compliance Procedures") and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law)period, the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the applicable requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Act (the "Compliance Procedures") and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law), the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Advisors Act (the "“Compliance Procedures"”) and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's ’s Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law)period, the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Advisors Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Act (the "Compliance Procedures") and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law), the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Advisors Act (the "Compliance Procedures") and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law)period, the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised Persons, of the Federal Securities Laws, including the Investment Advisers Advisors Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.

Compliance Program. The Sub-Advisor has adopted written policies and procedures in compliance with the requirements of Rule 38a-1 of the Investment Company Act and Rule 206(4)-7 of the Investment Advisers Act (the "Compliance ProceduresProcedure") and has provided a copy of such Compliance Procedures to the Fund; . The Sub-Advisor agrees to provide a copy of the Compliance Procedures to the Fund promptly after any material changes are made, highlighting or summarizing such material changes. As soon as practicable, but no later than 40 days, after the end of the second and fourth calendar quartersUpon request, the Chief Compliance Officer of the Sub-Advisor shall certify that: (a) The Sub-Advisor has provided to the Fund the Sub-Advisor's Compliance Procedures that are in effect at that time; (b) The Sub-Advisor has reviewed, during the preceding 12-month period (or as otherwise required by applicable law), the adequacy of its Compliance Procedures and the effectiveness of the implementation of the Compliance Procedures; (c) The Compliance Procedures are reasonably designed to prevent violation, by the Sub-Advisor and its Supervised PersonsPersons (as defined in Section 202(a)(25) of the Investment Advisers Act), of the Federal Securities Laws, including the Investment Advisers Act and related rules issued by the SEC; and (d) With regard to the two most recently completed calendar quartersperiod identified by the Fund in its request, there have been no material violations of the Compliance Procedures or, if any violation has occurred, the nature of such violation and of the action taken in response to such violation.