Common use of Chief Compliance Officer Clause in Contracts

Chief Compliance Officer. (i) The Plan Processor shall designate an employee of the Plan Processor to serve, subject to the approval of the Operating Committee by Supermajority Vote, as the Chief Compliance Officer. The Plan Processor shall also designate at least one other employee (in addition to the person then serving as Chief Compliance Officer), which employee the Operating Committee has previously approved, to serve temporarily as the Chief Compliance Officer if the employee then serving as the Chief Compliance Officer becomes unavailable or unable to serve in such capacity (including by reason of injury or illness). Any person designated to serve as the Chief Compliance Officer (including to serve temporarily) shall be appropriately qualified to serve in such capacity based on the duties and responsibilities assigned to the Chief Compliance Officer under this Agreement and shall dedicate such person’s entire working time to such service (or temporary service) (except for any time required to attend to any incidental administrative matters related to such person’s employment with the Plan Processor that do not detract in any material respect from such person’s service as the Chief Compliance Officer). The Plan Processor may, at its discretion: (A) designate another employee previously approved by the Operating Committee by Supermajority Vote to serve in such capacity to temporarily serve as the Chief Compliance Officer if the employee then serving as the Chief Compliance Officer becomes unavailable or unable to serve as the Chief Compliance Officer (including by reason of injury or illness) for a period not in excess of thirty (30) days; or (B) designate another employee of the Plan Processor to replace, subject to approval of the Operating Committee by a Supermajority Vote, the Chief Compliance Officer. The Plan Processor shall promptly designate another employee of the Plan Processor to replace, subject to the approval of the Operating Committee by Supermajority Vote, the Chief Compliance Officer if the Chief Compliance Officer’s employment with the Plan Processor terminates or the Chief Compliance Officer is otherwise unavailable or unable to serve as the Chief Compliance Officer (including by reason of injury or illness) for a period in excess of thirty (30) days. The Operating Committee shall report any action taken pursuant to Section 6.2(a)(i) to the SEC.