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

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. 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- 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. The Sub-Advisor shall promptly provide the Trust’s Chief Compliance Officer (the “Trust CCO”) 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 Material Compliance Matter arising under the Sub- Sub-Advisor Compliance Procedures involving matters related to the Sub-Advisor’s provision of services hereunderAdvisor Assets. The Sub-Advisor shall provide to the Trust CCO CCO: (i) quarterly 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, managing the Sub-Advisor shall provide to the Trust CCO access to the Sub-Advisor’s chief compliance officer (the “Sub-Advisor CCO”)Assets, as reasonably requested by the Trust CCO.and

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