SUB-ADVISER COMPLIANCE RESPONSIBILITIES Sample Clauses

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.
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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.
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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 ...
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Related to SUB-ADVISER COMPLIANCE RESPONSIBILITIES

  • User Responsibilities i. Users are required to follow good security practices in the selection and use of passwords; ii. Users shall ensure that unattended equipment is protected; and iii. Users shall adopt a clear desk policy for papers and removable storage media and a clear screen policy for information processing facilities.

  • Client’s Responsibilities In addition to other responsibilities herein or imposed by law, the Client shall: (a) Designate in writing a person to act as its representative, such person having complete authority to transmit instructions, receive information, and make or interpret the Client's decisions. (b) Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project and all standards of development, design, or construction. (c) Provide the Consultant all available studies, plans, or other documents pertaining to the project, such as surveys, engineering data, environmental information, etc., all of which the Consultant may rely upon. (d) Arrange for access to the site and other property as required for the Consultant to provide its services. (e) Review all documents or reports presented by the Consultant and communicate decisions pertaining thereto within a reasonable time so as not to delay the Consultant. (f) Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and consents from other parties as may be necessary. (g) Obtain any independent accounting, legal, insurance, cost estimating and feasibility services required by Client. (h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the Consultant's services or any defect or noncompliance in any aspect of the project.

  • Engineer Responsibilities No subcontract relieves the Engineer of any responsibilities under this contract.

  • Vendor Responsibilities Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN C-M, O-S, V-W. Indemnification

  • IRO Responsibilities The IRO shall: 1. perform each Claims Review in accordance with the specific requirements of the CIA;

  • Monitoring Responsibilities The Custodian shall furnish annually to the Fund, during the month of June, information concerning the foreign sub-custodians employed by the Custodian. Such information shall be similar in kind and scope to that furnished to the Fund in connection with the initial approval of this Contract. In addition, the Custodian will promptly inform the Fund in the event that the Custodian learns of a material adverse change in the financial condition of a foreign sub-custodian or any material loss of the assets of the Fund or in the case of any foreign sub-custodian not the subject of an exemptive order from the Securities and Exchange Commission is notified by such foreign sub-custodian that there appears to be a substantial likelihood that its shareholders' equity will decline below $200 million (U.S. dollars or the equivalent thereof) or that its shareholders' equity has declined below $200 million (in each case computed in accordance with generally accepted U.S. accounting principles).

  • Your Responsibilities 7.1 You are responsible for installing and configuring, and using the Service, Software, and Hardware, including account set up and configuration settings (unless NCR Voyix provides remote support for any of the foregoing as part of your subscription to the Service), compliance with applicable laws and regulations, and establishing any payment processing or other services certified by NCR Voyix for use with the Service (including through NCR Voyix’s wholly owned affiliates). You are solely responsible for reviewing any default or automated settings and configuring applicable settings to meet all legal, regulatory and other requirements applicable to your business. NCR shall have no liability in connection with such settings or configurations. You acknowledge that NCR Voyix does not provide legal, tax or accounting advice. You will provide NCR Voyix access to your network, system, data, and relevant information as reasonably required to perform the Service. You acknowledge that NCR Voyix personnel may require, and you will provide, the ability to access and correct transaction or input data while the Service is being provided to you. NCR Voyix is not responsible for any damage caused by errors or omissions in any information, instructions, data, or scripts you or a third party provides on your behalf in connection with the Service, or any actions NCR Voyix takes at your direction. 7.2 To use the Service, you must maintain internet access at your own expense. NCR VOYIX IS NOT RESPONSIBLE FOR AND DOES NOT WARRANT THE PERFORMANCE OF ANY INTERNET SERVICE OR OTHER PROVIDER OR ITS SERVICES, AND YOU AGREE THAT NCR VOYIX HAS NO LIABILITY TO YOU FOR SUCH PERFORMANCE OR SERVICES. 7.3 Title to hardware, software, systems, documentation, and other intellectual property NCR Voyix uses to provide the Service will remain with NCR Voyix or its licensors, unless otherwise agreed in writing. You will take reasonable actions to protect NCR Voyix’s intellectual property rights. 7.4 You are responsible for complying with all rules, bylaws, programs, and regulations of the payment card networks in connection with your use of the Service, Software and Hardware, as applicable. You will defend and indemnify NCR Voyix against any claim or loss resulting from your failure to fulfill your responsibilities under this Section. 7.5 Certain Services may perform analysis of transaction records designed to identify transaction patterns and activity that may be indicative of fraud. You acknowledge that the indicia reported by such Services may not necessarily be the result of fraudulent activity. You are responsible for performing its own evaluation of any results. NCR Voyix does not guarantee the detection of fraudulent transactions. 7.6 You are responsible for all data, information, materials and instructions (“Customer Instructions”) provided to NCR Voyix by you or on your behalf. NCR Voyix is entitled to rely upon Customer Instructions. In no event will NCR Voyix be liable with respect to any loss, liability, cost, damage, or expense arising out of a claim by you or any third party to the extent that claim arises as a result of NCR Voyix’s compliance with Customer Instructions.

  • Reporting Responsibilities The IRA Owner agrees to provide the Custodian with information necessary for the Custodian to prepare any reports required under Code Sections 408(i), 408A(d)(3)(D), and Regulations Sections 1.408-5 and 1.408-6. The Custodian agrees to submit reports to the IRS and the IRA Owner (or Beneficiary(ies) upon the IRA Owner’s death) as prescribed by the IRS and such additional reports as the Custodian may choose to deliver. The Custodian shall furnish annual calendar-year reports concerning the status of the IRA and such information concerning required minimum distributions as is prescribed by the Commissioner of the IRS.

  • Company Responsibilities In the case of a piggyback registration of Warrant Shares, the Company shall use its best efforts to keep the Holder advised in writing as to the initiation, effectiveness and completion of such registration. At its expense the Company shall: (a) prepare and file a registration statement (and such amendments and supplements thereto) with respect to such Registrable Securities and use its best efforts to cause such registration statement to become and remain effective for a period of 180 days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; (b) furnish such number of copies of a Prospectus in conformity with the requirements of applicable law, and such other documents incident thereto as a Holder from time to time may reasonably request; and (c) use every reasonable effort to register or qualify the Registrable Securities covered by such registration statement under the state Blue Sky laws of such jurisdictions as the Company's Board of Directors may reasonably determine, and do any and all other acts and things which may be necessary under said Blue Sky laws to enable the sellers of the Registrable Securities to consummate the public sale or other disposition of the Registrable Securities owned by them in such jurisdictions, except that the Company shall not for any purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein the Registrable Securities are so qualified.

  • Customer Responsibilities Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.

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