SUB-ADVISER COMPLIANCE RESPONSIBILITIES. The Sub-Adviser and the Adviser acknowledge that the Sub-Adviser is not the compliance agent for each Fund, and does not have access to all of the Trust’s books and records necessary to perform certain compliance testing. However, to the extent that the Sub-Adviser has agreed to perform the services specified in this Agreement, the Sub-Adviser shall perform compliance testing with respect to the Allocated Assets based upon information in its possession and upon information and written instructions received from the Adviser or the Trust’s Administrator and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions. Specifically, the Sub-Adviser shall not be responsible for each Fund being in violation of any applicable law or regulation or investment policy or restriction applicable to each Fund as a whole or for each Fund’s failure to qualify as a regulated investment company under the Code if the securities and other holdings of the Allocated Assets would not be in such violation or failing to so qualify if the Allocated Assets were deemed a separate series of the Trust or a separate regulated investment company under the Code. The Adviser or Trust’s Administrator shall promptly provide the Sub-Adviser with copies of the Declaration of Trust, the Trust’s By-Laws, the Registration Statement and any written policies or procedures adopted by the Board applicable to the Allocated Assets and any amendments or revisions thereto. Sub-Adviser shall supply such reports or other documentation as reasonably requested from time to time by the Adviser to evidence Sub-Adviser’s compliance with such Registration Statement, policies or procedures.
SUB-ADVISER COMPLIANCE RESPONSIBILITIES. Sub-Adviser shall supply such reports or other documentation as reasonably requested from time to time by the Adviser to evidence Sub-Adviser’s compliance with the Company’s Registration Statement and any written policies or procedures adopted by the Board applicable to the Allocated Assets and any amendments or revisions thereto.
SUB-ADVISER COMPLIANCE RESPONSIBILITIES. The parties acknowledge that Sub-Adviser is neither acting as the compliance agent for the Adviser nor the chief compliance officer of the Fund, and does not have access to all books and records of the Fund or the Adviser necessary to perform any compliance monitoring or testing related to either the Adviser or the Fund. The foregoing notwithstanding, Sub-Adviser shall perform compliance monitoring designed to ensure compliance as set forth in Section 2(a) of this Agreement, and such periodic compliance testing with respect to the portion of the Fund's portfolio allocated to Sub-Adviser as it deems appropriate, based upon information in its possession or upon information and reasonable written instructions received from the Adviser or the Trustees, and shall not be held in breach of this Agreement so long as it performs in accordance with such information and instructions. The Sub-Adviser hereby represents that it has, in accordance with Rule 206(4)-7 under the Advisers Act, as amended: appointed a chief compliance officer and adopted written compliance policies and procedures that are intended to prevent violations of the federal securities laws. Sub-Adviser shall cooperate with and provide materials requested by either the chief compliance officer of Adviser or the chief compliance officer of the Trust with respect to their respective duties in overseeing the compliance programs of the Adviser and the Trust respectively. Sub-Adviser shall additionally not be liable for failure to take any action in accordance with any amendments or revisions to the current Prospectus, investment guidelines, written policies or procedures adopted by the Trustees, where the Sub-Adviser has not been involved in the drafting of such revisions or amendments or otherwise been made aware of any such revisions or amendments, if either: Sub-Adviser has not received any such amendments or revisions from Adviser or the Trustees or such amendments or revisions have not been made publicly available and Sub-Adviser has not been notified of such public disclosure. Sub-Adviser shall supply such reports or other documentation as requested from time to time by the Trustees or the Adviser to evidence Sub-Adviser's compliance with the Prospectus, policies or procedures. While Sub-Adviser shall not be responsible for preparation of the Fund's regulatory filings or shareholder reports, Sub-Adviser shall assist the Adviser in the preparation of same as reasonably requested by the Adviser from ...
