Common use of Compliance Services Clause in Contracts

Compliance Services. (a) The parties mutually agree to coordinate and cooperate in connection with the ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Client (the “Board”) to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Client agrees to provide Citi with copies of its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Client other than Citi. Citi shall maintain the creation of a written document or documents designed to embody the overall Fund Compliance Program and the oversight of the compliance programs of the service providers to the Client as provided in Rule 38a-1 (“38a-1 Service Providers”). Upon approval by the Board, the Funds’ compliance policies and procedures and the compliance policies and procedures of its 38a-1 Service Providers shall constitute the Fund Compliance Program. Citi will provide the following services in relation to the Fund (i) Assist the Client with the maintenance of written compliance policies and procedures (the “Fund Compliance Program”) which, in the aggregate, shall be deemed by the Client’s Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act. (ii) Assist the Client’s Chief Compliance Officer (the “CCO”) in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (“Service Providers”). (iii) Provide support services to the CCO, including support for conducting an annual review of the Fund Compliance Program. (iv) Assist the CCO in developing standards for reports to the Board by Service Provider and other service providers to the Client. (v) Assist the CCO in developing standards for reports to the Board by the CCO. (vi) Assist the CCO in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers. (vii) Perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable. (viii) Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program. (ix) Provide information reasonably requested by the CCO or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.

Compliance Services. (a) The parties mutually agree to coordinate and cooperate in connection with the ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Client (the “"Board”") to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “"Fund Compliance Program”"). (b) The Client agrees to provide Citi with copies of its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Client other than Citi. Citi shall maintain the creation of a written document or documents designed to embody the overall Fund Compliance Program and the oversight of the compliance programs of the service providers to the Client as provided in Rule 38a-1 (“"38a-1 Service Providers”"). Upon approval by the Board, the Funds’ ' compliance policies and procedures and the compliance policies and procedures of its 38a-1 Service Providers shall constitute the Fund Compliance Program. Citi will provide the following services in relation to the Fund (i) Assist the Client with the maintenance of written compliance policies and procedures (the “"Fund Compliance Program”") which, in the aggregate, shall be deemed by the Client’s 's Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act.. Schedule 2 to Services Agreement (ii) Assist the Client’s 's Chief Compliance Officer (the “"CCO”") in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (“"Service Providers”"). (iii) Provide support services to the CCO, including support for conducting an annual review of the Fund Compliance Program. (iv) Assist the CCO in developing standards for reports to the Board by Service Provider and other service providers to the Client. (v) Assist the CCO in developing standards for reports to the Board by the CCO. (vi) Assist the CCO in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers. (vii) Perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable. (viii) Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program. (ix) Provide information reasonably requested by the CCO or the Board in connection with the Board’s 's determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.

Compliance Services. (a) The parties mutually agree to coordinate and cooperate in connection with the ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Client (the “Board”) to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”). (b) The Client agrees to provide Citi with copies of its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Client other than Citi. Citi shall maintain the creation of a written document or documents designed to embody the overall Fund Compliance Program and the oversight of the compliance programs of the service providers to the Client as provided in Rule 38a-1 (“38a-1 Service Providers”). Upon approval by the Board, the Funds’ compliance policies and procedures and the compliance policies and procedures of its 38a-1 Service Providers shall constitute the Fund Compliance Program. Citi will provide the following services in relation to the Fund (i) Assist the Client with the maintenance of written compliance policies and procedures (the “"Fund Compliance Program”") which, in the aggregate, shall be deemed by the Client’s 's Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act. (ii) Assist the Client’s 's Chief Compliance Officer (the “"CCO”") in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (“"Service Providers”"). (iii) Provide support services to the CCO, including support for conducting an annual review of the Fund Compliance Program. (iv) Assist the CCO in developing standards for reports to the Board by Service Provider and other service providers to the Client. (v) Assist the CCO in developing standards for reports to the Board by the CCO. (vi) Assist the CCO in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers. (vii) Perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable. (viii) Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program. (ix) Provide information reasonably requested by the CCO or the Board in connection with the Board’s 's determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.

Compliance Services. (a) The parties mutually agree to coordinate and cooperate in connection with the ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Client (the “"Board”") to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “"Fund Compliance Program”"). (b) The Client agrees to provide Citi with copies of its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Client other than Citi. Citi shall maintain the creation of a written document or documents designed to embody the overall Fund Compliance Program and the oversight of the compliance programs of the service providers to the Client as provided in Rule 38a-1 (“"38a-1 Service Providers”"). Upon approval by the Board, the Funds’ ' compliance policies and procedures and the compliance policies and procedures of its 38a-1 Service Providers shall constitute the Fund Compliance Program. Citi will provide the following services in relation to the Fund (i) Assist the Client with the maintenance of written compliance policies and procedures (the “"Fund Compliance Program”") which, in the aggregate, shall be deemed by the Client’s 's Board to be be (ii) reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act. (iiiii) Assist the Client’s 's Chief Compliance Officer (the “"CCO”") in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (“"Service Providers”"). (iiiiv) Provide support services to the CCO, including support for conducting an annual review of the Fund Compliance Program. (ivv) Assist the CCO in developing standards for reports to the Board by Service Provider and other service providers to the Client. (vvi) Assist the CCO in developing standards for reports to the Board by the CCO. (vivii) Assist the CCO in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers. (viiviii) Perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable. (viiiix) Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program. (ixx) Provide information reasonably requested by the CCO or the Board in connection with the Board’s 's determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.

Compliance Services. (a) The parties mutually agree to coordinate and cooperate in connection with the ongoing maintenance creation and implementation of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Client Company (the “"Board”") to be reasonably designed to prevent the Client Company from violating the provisions of the Federal securities laws applicable to the Client Company (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)0000 Xxx. (b) The Client Company agrees to provide Citi BISYS with copies of its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the design and implementation of the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Client Company other than CitiBISYS. Citi BISYS shall maintain review and evaluate all such existing information and coordinate the creation of a written document or documents designed to embody the overall Fund Compliance Program fund compliance program and the oversight of the compliance programs of the service providers to the Client Company as provided in Rule 38a-1 (“38a-1 "Service Providers”"). Drafts shall be prepared by BISYS in consultation with the Company and its counsel and shall be submitted for review and comment. Upon approval by the Board, such documents or documents shall become effective as the Funds’ fund compliance policies and procedures and program required under Rule 38a-1 (as amended from time to time upon the compliance policies and procedures approval of its 38a-1 Service Providers shall constitute the Board, the "Fund Compliance Program. Citi "). (c) BISYS will provide the following services in relation to the Fund Fund Compliance Program during the term of this Agreement: (i) Assist make an individual acceptable to the Client with Board available to serve as the maintenance of Company's Chief Compliance Officer to administer the Fund Compliance Program, to the extent provided in Section 2(a) below; (ii) through the Chief Compliance Officer, develop and implement the written compliance policies and procedures (comprising the “Fund Compliance Program”) which, in the aggregate, shall be deemed by the Client’s Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 under contemplated above and as may be necessary in connection with amendments from time to time; (iii) through the 1940 Act. (ii) Assist the Client’s Chief Compliance Officer (the “CCO”) in the preparation Officer, prepare and evaluation of evaluate the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (“Service Providers”). ; (iiiiv) Provide provide support services to the CCOChief Compliance Officer of the Company, including support for conducting an annual review of the Fund Compliance Program. ; (ivv) Assist through the CCO Chief Compliance Officer and otherwise in developing support of the Fund Compliance Program, develop standards for reports to the Board by Service Provider BISYS and other service providers to Service Providers; (vi) through the Client. (v) Assist the CCO in developing Chief Compliance Officer, develop standards for reports to the Board by the CCO. Chief Compliance Officer; and (vivii) Assist through the CCO Chief Compliance Officer and otherwise in preparing support of the Fund Compliance Program, prepare or providing provide documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers. Service Providers. In connection with the services set forth above in clauses (ii), (iii), (v),(vi) and (vii) Perform risk-based testing and reporting of this Section 1(c), in the compliance policies and procedures of each service (other than event that the Board retains a Chief Compliance Services) officer that is not provided by BISYS, the services in relation to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from Chief Compliance Officer shall consist of providing the CCO appropriate level of support to the extent practicableChief Compliance Officer to reasonably enable him or her to fulfill the duties set forth therein. (viii) Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program. (ix) Provide information reasonably requested by the CCO or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.

Compliance Services. (a) The parties mutually agree to coordinate and cooperate in connection with the ongoing maintenance creation and implementation of written compliance policies polices and procedures which, in the aggregate, shall be deemed by the Board of Trustees Directors of the Client Funds (the “Board”) to be reasonably designed to prevent the Client Funds from violating the provisions of the Federal securities laws applicable to the Client Funds (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act (the “Fund Compliance Program”)Act. (b) The Client agrees Funds agree to provide Citi BISYS with copies of its their current compliance policies and procedures and furnish (and cause its their investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the design and implementation of the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Client Funds other than CitiBISYS. Citi BISYS shall maintain review and evaluate all such existing information and coordinate the creation of a written document or documents designed to embody the overall Fund Compliance Program fund compliance program and the oversight of the compliance programs of the service providers to the Client Funds as provided in Rule 38a-1 (“38a-1 Service Providers”). Drafts shall be prepared by BISYS in consultation with the Funds and their counsel and shall be submitted for review and comment. Upon approval by the Board, such documents or documents shall become effective as the Funds’ fund compliance policies and procedures and program required under Rule 38a-1 (as amended from time to time upon the compliance policies and procedures approval of its 38a-1 Service Providers shall constitute the Board, the “Fund Compliance Program. Citi ”). (c) BISYS will provide the following services in relation to the Fund Fund Compliance Program during the term of this Agreement: (i) Assist make an individual available to serve as the Client with the maintenance of written compliance policies and procedures (the “Fund Compliance Program”) which, in the aggregate, shall be deemed by the Client’s Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act. (ii) Assist the ClientFund’s Chief Compliance Officer to administer the Fund Compliance Program, to the extent provided in Section 3(a) below; (ii) assist the “CCO”Funds in developing and implementing the written policies and procedures comprising the Fund Compliance Program, as contemplated above and as may be necessary in connection with amendments from time to time; (iii) assist the Funds in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (“Service Providers”). ; (iiiiv) Provide provide support services to the CCOChief Compliance Officer of the Funds, including support for conducting an annual review of the Fund Compliance Program. ; (ivv) Assist the CCO assist in developing standards for reports to the Board by Service Provider BISYS and other service providers to the Client. Service Providers; (vvi) Assist the CCO assist in developing standards for reports to the Board by the CCO. Chief Compliance Officer; and (vi) Assist the CCO assist in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providersService Providers. (vii) Perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable. (viii) Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program. (ix) Provide information reasonably requested by the CCO or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.

Compliance Services. (a) The parties mutually agree to coordinate and cooperate in connection with the ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Client (the “Board”) to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 38a- 1 under the 1940 Act (the “Fund Compliance Program”). (b) The Client agrees to provide Citi with copies of its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Client other than Citi. Citi shall maintain the creation of a written document or documents designed to embody the overall Fund Compliance Program and the oversight of the compliance programs of the service providers to the Client as provided in Rule 38a-1 (“38a-1 Service Providers”). Upon approval by the Board, the Funds’ compliance policies and procedures and the compliance policies and procedures of its 38a-1 Service Providers shall constitute the Fund Compliance Program. Citi will provide the following services in relation to the Fund (i) Assist the Client with the maintenance of written compliance policies and procedures (the “Fund Compliance Program”) which, in the aggregate, shall be deemed by the Client’s Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act. (ii) Assist the Client’s Chief Compliance Officer (the “CCO”) in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (“Service Providers”). (iii) Provide support services to the CCO, including support for conducting an annual review of the Fund Compliance Program. (iv) Assist the CCO in developing standards for reports to the Board by Service Provider and other service providers to the Client. (v) Assist the CCO in developing standards for reports to the Board by the CCO. (vi) Assist the CCO in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers. (vii) Perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable. (viii) Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program. (ix) Provide information reasonably requested by the CCO or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.

Compliance Services. (a) The parties mutually agree to coordinate and cooperate in connection with the ongoing maintenance of written compliance policies and procedures which, in the aggregate, shall be deemed by the Board of Trustees of the Client (the “"Board”") to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act (the “"Fund Compliance Program”"). (b) The Client agrees to provide Citi with copies of its current compliance policies and procedures and furnish (and cause its investment advisers and other service providers to furnish) all such additional information as may reasonably relate to the Fund Compliance Program. Such additional information shall include compliance and related information pertaining to the investment adviser and any other service providers to the Client other than Citi. Citi shall maintain the creation of a written document or documents designed to embody the overall Fund Compliance Program and the oversight of the compliance programs of the service providers to the Client as provided in Rule 38a-1 (“"38a-1 Service Providers”"). Upon approval by the Board, the Funds’ ' compliance policies and procedures and the compliance policies and procedures of its 38a-1 Service Providers shall constitute the Fund Compliance Program. Citi will provide the following services in relation to the Fund (i) Assist the Client with the maintenance of written compliance policies and procedures (the “"Fund Compliance Program”") which, in the aggregate, shall be deemed by the Client’s 's Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “"Applicable Securities Laws”"), as required under Rule 38a-1 under the 1940 Act. (ii) Assist the Client’s 's Chief Compliance Officer (the “"CCO”") in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (“"Service Providers”"). (iii) Provide support services to the CCO, including support for conducting an annual review of the Fund Compliance Program. (iv) Assist the CCO in developing standards for reports to the Board by Service Provider and other service providers to the Client. (v) Assist the CCO in developing standards for reports to the Board by the CCO. (vi) Assist the CCO in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers. (vii) Perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable. (viii) Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program. (ix) Provide information reasonably requested by the CCO or the Board in connection with the Board’s 's determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.