Common use of Sub-Advisor Compliance Policies and Procedures Clause in Contracts

Sub-Advisor Compliance Policies and Procedures. (i) The Trust and the Advisor acknowledge that the Sub-Advisor is not the compliance agent for any Series or for the Trust or the Advisor, and does not have access to all of each Series’ books and records necessary to perform certain compliance testing. To the extent that the Sub-Advisor has agreed to perform the services specified in Section 2 in accordance with the Trust’s Registration Statement and other applicable documentation (collectively, the “Charter Requirements”), and in accordance with applicable law (including Subchapters M and L of the Code, the 1940 Act and the Advisers Act (“Applicable Law”)), the Sub-Advisor shall perform such services based upon its books and records with respect to each Series, which comprise a portion of each Series’ books and records, and upon information and written instructions received from the Trust, the Advisor or the Trust’s administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Advisor, or the Trust’s administrator. The Advisor shall promptly provide the Sub-Advisor with copies of the Charter Requirements any written policies and procedures adopted by the Trust’s Board applicable to the Series and any amendments or revisions thereto. (ii) The Advisor agrees that it shall immediately notify the Sub-Advisor (A) in the event that the SEC has censured the Advisor or the Trust; placed limitations upon either of their activities, functions, or operations; suspended or revoked the Advisor’s registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, (B) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code, or (C) upon having a reasonable basis for believing that the Series has ceased to comply with the diversification provisions of Section 817(h) of the Code or the regulations thereunder. The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall upon request provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

Sub-Advisor Compliance Policies and Procedures. (i) The Trust and the Advisor acknowledge that the Sub-Advisor is not the compliance agent for any Series or for the Trust or the Advisor, and does not have access to all of each Series’ ' books and records necessary to perform certain compliance testing. To the extent that the Sub-Advisor has agreed to perform the services specified in Section 2 in accordance with the Trust’s 's Registration Statement and other applicable documentation (collectively, the “"Charter Requirements”"), and in accordance with applicable law (including Subchapters M and L of the Code, the 1940 Act and the Advisers Act (“"Applicable Law”")), the Sub-Advisor shall perform such services based upon its books and records with respect to each Series, which comprise a portion of each Series’ ' books and records, and upon information and written instructions received from the Trust, the Advisor or the Trust’s 's administrator, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the Charter Requirements and Applicable Law based upon such books and records and such information and instructions provided by the Trust, the Advisor, or the Trust’s 's administrator. The Advisor shall promptly provide the Sub-Advisor with copies of the Charter Requirements any written policies and procedures adopted by the Trust’s 's Board applicable to the Series and any amendments or revisions thereto. (ii) The Advisor agrees that it shall immediately notify the Sub-Advisor (A) in the event that the SEC has censured the Advisor or the Trust; placed limitations upon either of their activities, functions, or operations; suspended or revoked the Advisor’s 's registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, (B) upon having a reasonable basis for believing that the Series has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code, or (C) upon having a reasonable basis for believing that the Series has ceased to comply with the diversification provisions of Section 817(h) of the Code or the regulations thereunder. The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s 's policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “"Sub-Advisor Compliance Procedures”"), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s 's performance of the Trust CCO’s 's responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s 's Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s 's compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall upon request provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.