Common use of Duties of CCS Clause in Contracts

Duties of CCS. CCS undertakes to provide the following services and to assume the following obligations, subject to the supervision of the Funds’ Chief Compliance Officer and the overall direction of the board of directors or trustees and officers of each Company: (a) To provide continuing implementation of a compliance program for the Funds pursuant to Rule 38a-1 under the Act (“Rule 38a-1”), such program to contain policies and procedures reasonably designed to prevent the Funds from violating Federal Securities Laws (as defined in Rule 38a-1), including policies and procedures (“Policies and Procedures”) that provide for the oversight of compliance by each of the Funds’ investment adviser(s) (including any sub-adviser), principal underwriter, administrator, and transfer agent (each, a “Service Provider”). (b) To provide such compliance oversight of, and reports regarding, the custodian of each of the Funds and such other matters as a board of directors or trustees shall request from time to time. (c) To assure that all Policies and Procedures have been approved by each Fund’s board of directors or trustees, including a majority of the directors or trustees who are not interested persons of the Fund, based on a finding that the Policies and Procedures are reasonably designed to prevent violation of the Federal Securities Laws by the Fund, and by the Fund’s Service Providers; (d) To assist the Funds’ Chief Compliance Officer in preparing for periodic meetings with the Funds’ independent directors or trustees. (e) To assist the Funds’ Chief Compliance Officer in reviewing, no less frequently than annually, the adequacy of such Policies and Procedures and the effectiveness of their implementation and to recommend to the Funds’ Chief Compliance Officer any changes deemed advisable as a result of such review; (f) To assist the Funds’ Chief Compliance Officer in preparing his annual report to the Funds’ boards of directors or trustees required by Rule 38a-1, such report to address the operation of the Policies and Procedures, any material changes made to the Policies and Procedures since the date of the last report, any material changes to the Policies and Procedures recommended as a result of the annual review conducted pursuant to paragraph 2(c), above, and each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report; (g) To assure that the Funds maintain copies, of: (1) Policies and Procedures, as currently in effect or as in effect at any time within the past five years, in an easily accessible place; (2) copies of materials provided to the Funds’ boards of directors or trustees in connection with their approval of the Policies and Procedures and of written reports provided to the Funds’ boards of directors or trustees pursuant to paragraph (a)(4)(iii) of Rule 38a-1, all such copies to be maintained for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and (3) any records documenting the Funds’ annual review pursuant to paragraph (a)(3) of Rule 38a-1, such records to be maintained for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place; (h) To track regulatory changes, industry rules and best practices, and guidance from legal and accounting communities in order to make recommendations to the Chief Compliance Officer for changes or additions to Policies and Procedures to assure that they are kept up-to-date and that the Funds’ boards of directors or trustees are kept informed of developments; (i) To assist the Funds’ Chief Compliance Officer in such other compliance-related matters as he may request from time to time, such as: the conduct of internal monitoring and auditing of Fund operations; monitoring of compliance by the Funds’ directors or trustees with ethics policies; monitoring of compliance by committees of the Funds’ boards of directors or trustees with their charters; responding to regulatory investigations and queries; and other compliance matters; and (j) To make its officers and employees available to the Funds’ boards of directors or trustees and officers for consultation and discussions regarding compliance management of the Funds.

Duties of CCS. CCS undertakes to provide the following services and to assume the following obligations, subject to the supervision of the Funds’ Chief Compliance Officer and the overall direction of the board of directors or trustees and officers of each Company: (a) To provide continuing implementation of a compliance program for the Funds pursuant to Rule 38a-1 under the Act (“Rule 38a-1”), such program to contain policies and procedures reasonably designed to prevent the Funds from violating Federal Securities Laws (as defined in Rule 38a-1), including policies and procedures (“Policies and Procedures”) that provide for the oversight of compliance by each of the Funds’ investment adviser(s) adviser (including any sub-adviser), principal underwriter, administrator, administrator and transfer agent (each, a “Service Provider”)) of each Fund. (b) To provide such compliance oversight of, and reports regarding, the custodian of each of the Funds Fund and such other matters as a Company’s board of directors or trustees shall request from time to time. (c) To assure that all Policies and Procedures have been approved by each Fund’s board of directors or trustees, including a majority of the directors or trustees who are not interested persons of the Fund, based on a finding that the Policies and Procedures are reasonably designed to prevent violation of the Federal Securities Laws by the Fund, and by the Fund’s Service Providers; (d) To assist the Funds’ Chief Compliance Officer in preparing for periodic meetings with the Funds’ independent directors or trustees. (e) To assist the Funds’ Chief Compliance Officer in reviewing, no less frequently than annually, the adequacy of such Policies and Procedures and the effectiveness of their implementation and to recommend to the Funds’ Chief Compliance Officer any changes deemed advisable as a result of such review; (f) To assist the Funds’ Chief Compliance Officer in preparing his annual report to the Funds’ boards of directors or trustees required by Rule 38a-1, such report to address the operation of the Policies and Procedures, any material changes made to the Policies and Procedures since the date of the last report, any material changes to the Policies and Procedures recommended as a result of the annual review conducted pursuant to paragraph 2(c2(e), above, and each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report; (g) To assure that the Funds maintain copies, copies of: (1) Policies and Procedures, as currently in effect or as in effect at any time within the past five years, in an easily accessible place; (2) copies of materials provided to the Funds’ boards of directors or trustees in connection with their approval of the Policies and Procedures and of written reports provided to the Funds’ boards of directors or trustees pursuant to paragraph (a)(4)(iii) of Rule 38a-1, all such copies to be maintained for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and (3) any records documenting the Funds’ annual review pursuant to paragraph (a)(3) of Rule 38a-1, such records to be maintained for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place; (h) To track regulatory changes, industry rules and best practices, and guidance from legal and accounting communities in order to make recommendations to the Funds’ Chief Compliance Officer for changes or additions to Policies and Procedures to assure that they are kept up-to-date and that the Funds’ boards of directors or trustees are kept informed of developments; (i) To assist the Funds’ Chief Compliance Officer in such other compliance-related matters as he may request from time to time, such as: the conduct of internal monitoring and auditing of Fund operations; monitoring of compliance by the Funds’ directors or trustees with ethics policies; monitoring of compliance by committees of the Funds’ boards of directors or trustees with their charters; responding to regulatory investigations and queries; and other compliance matters; and; (j) To make its officers and employees available to the Funds’ boards of directors or trustees and officers for consultation and discussions regarding compliance management of the Funds; and (k) To provide the Chief Compliance Officer with such office space, personnel and facilities as are reasonably necessary for him to perform his obligations under the Chief Compliance Officer Agreement with the Companies.

Duties of CCS. CCS undertakes to provide the following services and to assume the following obligations, subject to the supervision of the Funds’ Company’s Chief Compliance Officer and the overall direction of the Company’s board of directors or trustees and officers of each Company:(“Board”): (a) To provide continuing implementation of a compliance program for the Funds pursuant to Rule 38a-1 under the Act (“Rule 38a-1”), such program to contain policies and procedures reasonably designed to prevent the Funds from violating Federal Securities Laws (as defined in Rule 38a-1), including policies and procedures (“Policies and Procedures”) that provide for the oversight of compliance by each of the Funds’ investment adviser(s) adviser (including any sub-adviser), principal underwriter, administrator, administrator and transfer agent (each, a “Service Provider”)) of each Fund. (b) To provide such compliance oversight of, and reports regarding, the custodian of each of the Funds Fund and such other matters as a board of directors or trustees the Board shall request from time to time. (c) To assure that all Policies and Procedures have been approved by each Fund’s board of directors or trusteesthe Board, including a majority of the directors or trustees who are not interested persons of the FundCompany or any Fund (“Independent Directors”), based on a finding that the Policies and Procedures are reasonably designed to prevent violation of the Federal Securities Laws by the each Fund, and by the each Fund’s Service Providers; (d) To assist the Funds’ Chief Compliance Officer in preparing for periodic meetings with the Funds’ independent directors or trusteesIndependent Directors. (e) To assist the Funds’ Chief Compliance Officer in reviewing, no less frequently than annually, the adequacy of such Policies and Procedures and the effectiveness of their implementation and to recommend to the Funds’ Chief Compliance Officer any changes deemed advisable as a result of such review; (f) To assist the Funds’ Chief Compliance Officer in preparing his annual report to the Funds’ boards of directors or trustees Board required by Rule 38a-1, such report to address the operation of the Policies and Procedures, any material changes made to the Policies and Procedures since the date of the last report, any material changes to the Policies and Procedures recommended as a result of the annual review conducted pursuant to paragraph 2(c2(e), above, and each Material Compliance Matter (as defined in Rule 38a-1) that occurred since the date of the last report; (g) To assure that the Funds maintain copies, copies of: (1) Policies and Procedures, as currently in effect or as in effect at any time within the past five years, in an easily accessible place; (2) copies of materials provided to the Funds’ boards of directors or trustees Board in connection with their approval of the Policies and Procedures and of written reports provided to the Funds’ boards of directors or trustees Board pursuant to paragraph (a)(4)(iii) of Rule 38a-1, all such copies to be maintained for at least five years after the end of the fiscal year in which the documents were provided, the first two years in an easily accessible place; and (3) any records documenting the Funds’ annual review pursuant to paragraph (a)(3) of Rule 38a-1, such records to be maintained for at least five years after the end of the fiscal year in which the annual review was conducted, the first two years in an easily accessible place; (h) To track regulatory changes, industry rules and best practices, and guidance from legal and accounting communities in order to make recommendations to the Funds’ Chief Compliance Officer for changes or additions to Policies and Procedures to assure that they are kept up-to-date and that the Funds’ boards of directors or trustees are Board is kept informed of developments; (i) To assist the Funds’ Chief Compliance Officer in such other compliance-related matters as he may request from time to time, such as: the conduct of internal monitoring and auditing of Fund operations; monitoring of compliance by the Funds’ directors or trustees Board with ethics policies; monitoring of compliance by committees of the Funds’ boards of directors or trustees Board with their charters; responding to regulatory investigations and queries; and other compliance matters; and; (j) To make its officers and employees available to the Funds’ boards of directors or trustees Board and officers for consultation and discussions regarding compliance management of the Funds; and (k) To provide the Chief Compliance Officer with such office space, personnel and facilities as are reasonably necessary for him to perform his obligations under the Chief Compliance Officer Agreement with the Company.