Sub-Advisor Compliance Policies and Procedures Clause Samples

Sub-Advisor Compliance Policies and Procedures. Upon request, 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’s reasonable requests 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. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO confirming 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. 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

Sub-Advisor Compliance Policies and Procedures. The Sub-Advisor shall provide the Trust’s Chief Compliance Officer (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 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 report to the Trust CCO any material compliance matter arising under the Sub- Advisor Compliance Procedures involving matters related to the Sub-Advisor’s provision of services hereunder. The Sub-Advisor shall provide to the Trust CCO reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures as reasonably requested in writing. In order to assist the Trust and the Trust CCO to satisfy the requirements contained in Rule 38a-1 under the 1940 Act, the Sub-Advisor shall provide to the Trust CCO access to the Sub-Advisor’s chief compliance officer (the “Sub-Advisor CCO”), as reasonably requested by the Trust CCO.

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 ...

Sub-Advisor Compliance Policies and Procedures. The Sub-Advisor shall provide the Fund’s Chief Compliance Officer (the “Fund CCO”) with copies of the Sub-Advisor’s compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act (the “Sub-Advisor Compliance Procedures”). The Sub-Advisor shall cooperate with the Fund CCO so as to facilitate the performance by the Fund CCO of his or her responsibilities under Rule 38a-1 of the 1940 Act to review, evaluate and report to the Board on the operation and effectiveness of the Sub-Advisor Compliance Procedures. In connection therewith, the Sub-Advisor shall: (i) report to the Fund CCO any material compliance matter arising under the Sub-Advisor Compliance Procedures involving matters related to the Sub-Advisor’s provision of services hereunder within a reasonable time following the Sub-Advisor becoming aware of the matter; (ii) provide to the Fund CCO reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures as reasonably requested in writing; (iii) provide the Fund CCO with access to the Sub-Advisor CCO (as defined below), as reasonably requested by the Fund CCO; and (iv) report any material changes to the Sub-Advisor Compliance Procedures to the Fund CCO within a reasonable time.