Common use of Provision of Chief Compliance Officer Clause in Contracts

Provision of Chief Compliance Officer. At the election of the Trust, in connection with the compliance services to be rendered by BISYS pursuant to Section I above, and subject to the provisions of this Section 3(a) and to Section 3(d) below, BISYS agrees to make available to the Trust a person to serve as the Trust's chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l (the "Chief Compliance Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on

Provision of Chief Compliance Officer. At the election of the TrustBoard, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(d) below, BISYS agrees to make available to the Trust and the Board a person to serve as the Trust's chief compliance officer Chief Compliance Officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l (the "Chief Compliance Officer")38a-1. BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not in the event the Board terminates retains such person as Chief Compliance Officer. In the event such eventperson is terminated as Chief Compliance Officer by the Board, and upon the request of the TrustBoard, BISYS will employ reasonable good faith efforts to promptly make another person available to serve as the Chief Compliance Officer. In addition, the Board may, in its sole discretion and for any reason, terminate the Chief Compliance Officer provided for under this Agreement. Such removal will not impact the provision of other services enumerated in Section 1(c), which shall continue in effect for the remaining term of the contract, in support of the replacement Chief Compliance Officer; however, compensation paid to BISYS will be at the reduced rate set forth on Schedule A if the replacement Chief Compliance Officer is not provided by BISYS. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. BISYS agrees to provide the Board with information pertaining to the compensation of the Chief Compliance Officer and acknowledges that the Chief Compliance Officer's compensation must be acceptable to and approved by the Board, including a majority of the independent members of the Board. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and Board of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Federal Securities Laws (as related to the Fund Compliance Program), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Federal Securities Laws.

Provision of Chief Compliance Officer. (a) At the election of the TrustCompany, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(b) below, BISYS agrees to make available to the Trust Company a person to serve as the Trust's Company’s chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l 38a-1 (the "“Chief Compliance Officer"”). BISYS' ’ obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the TrustCompany, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the TrustCompany. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust Company or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the TrustCompany, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with BISYS' ’ commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' ’ compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust Company will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Company as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Company. The Company shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the Company, as well as Company counsel, independent Trustee counsel and the Company’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Company shall provide the Chief Compliance Officer with appropriate access to the executive officers and Trustees of the Company, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Company), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS. In the event that the employment relationship or independent contractor agency relationship between BISYS and a person made available by BISYS serving as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to make that particular person available, and shall have no responsibility concerning such person’s services after the date the Company is notified of such termination. In such event, upon the request of the Company, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer.

Provision of Chief Compliance Officer. At the election of the Trust, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a) and to Section 3(d) below, BISYS agrees to make available to the Trust a person to serve as the Trust's chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l 38a-1 (the "Chief Compliance Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. BISYS will provide a reasonably detailed resume of the potential Chief Compliance Officer to the Board and will obtain and report the results of a fingerprint and background check of such person to the Board. It is understood that any person provided by BISYS to serve as the Chief Compliance Officer may perform other duties for BISYS, including serving as Chief Compliance Officer for other clients of BISYS, some of which may compete with the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for person to serve as the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Trust's Chief Compliance Officer. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. Notwithstanding the foregoing, BISYS shall have no authority to remove any individual as the Trust's Chief Compliance Officer, provided that BISYS shall have no responsibility whatsoever for the services to the Trust or other activities of any person that continues to serve as the Trust's Chief Compliance Officer provided or occurring after the date of any termination of BISYS's employment or independent contractor agency relationship with such person. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and use its best efforts to ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. The Chief Compliance Officer shall provide the Trust and its investment adviser with such reports as reasonably may be requested, including reports (in form and detail as agreed between BISYS and the Board from time to time) to the Board (or its designee, who shall not be a director, officer, employee or other agent of any Service Provider) regarding the workload of Trust matters handled by the CCO, and will attend quarterly Board meetings and such other meetings of the Board as reasonably requested or required to carry out his/her obligations as Chief Compliance Officer. In no event will BISYS enter into a confidentiality agreement with any person serving as the Trust's Chief Compliance Officer that would restrict or limit the Chief Compliance Officer's communication with the Board about matters regarding the Trust, but any such person will be subject to confidentiality obligations requiring that he/she not disclose Trust matters to other BISYS clients for which such person may serve as Chief Compliance Officer or otherwise perform services. The Trust will not, for so long as any person is provided by BISYS to serve as Chief Compliance Officer, solicit, interfere with, cause or endeavor to cause, or induce or attempt to induce, such person to leave his or her position or otherwise terminate his or her relationship with BISYS. The Trust agrees and acknowledges that the breach or threatened breach of this provision is likely to result in irreparable harm, that BISYS's remedies at law are therefore likely to be inadequate, and that BISYS may seek injunctive or other equitable relief to prevent a breach of this provision. BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS.

Provision of Chief Compliance Officer. At the election of the Trust, in (a) In connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(b) below, BISYS agrees to make available to the Trust Fund a person to serve as the TrustFund's chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l 38a-1 (the "Chief Compliance Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the TrustFund, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the TrustFund. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust Fund or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the TrustFund, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust Fund will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Fund as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Fund. The Fund shall cooperate with the Chief Compliance Officer and use reasonable good faith efforts to obtain the cooperation of the Service Providers, as well as Fund counsel, independent Director counsel, if any, and the Fund's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Fund shall provide the Chief Compliance Officer with appropriate access to the officers and directors of the Fund, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Fund), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.

Provision of Chief Compliance Officer. At the election of the Trust, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(d) below, BISYS agrees to make available to the Trust a person to serve as the Trust's chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l 38a-1 (the "Chief Compliance Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) reasonably acceptable to the Board who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. The Trust acknowledges and agrees that the Chief Compliance Officer has an employment or independent contractor agency relationship with BISYS, to which the Trust is not a party, and that the Trust has no right to require BISYS to continue or terminate such relationship. In the event that BISYS decides to terminate the employment of the person serving as the Chief Compliance Officer of the Trust, BISYS shall use reasonable efforts to notify the Trust in advance of such termination, and provide as much notice to the Trust of the termination as may be practical under the circumstances. BISYS acknowledges and agrees that the Trustees of the Trust who are not "interested persons" of the Trust as defined in the 1940 Act may terminate the services of the person serving as the Chief Compliance Officer at any time and for any reason in their sole discretion. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person reasonably acceptable to the Board available to serve as Chief Compliance Officer. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. BISYS shall provide the Board with such information as it shall reasonably request to fulfill its obligation to review the compensation of the Chief Compliance Officer. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.

Provision of Chief Compliance Officer. At the election of the Trust, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(d) below, BISYS agrees to make available to the Trust a person to serve as the Trust's chief compliance officer Chief Compliance Officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l 38a-1 (the "Chief Compliance Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to provide a person to act as a temporary Chief Compliance Officer for the Trust until a permanent replacement is found, and make another person available on an ongoing basis to serve as the Chief Compliance Officer. Following a reasonable opportunity for BISYS to provide a replacement, if the person(s) BISYS makes available is not acceptable to the Board to serve as the replacement Chief Compliance Officer, the Trust shall have the ability to terminate this Agreement upon thirty (30) days notice to BISYS. In the event that the Trust appoints a Chief Compliance Officer that is not provided by BISYS but does not elect to terminate this Agreement, BISYS shall continue to render the other services enumerated in Section 1(c), and the reduced fee set forth on Schedule A that is applicable under such circumstances shall apply. In addition, effective at any time after such reduced fee takes effect, BISYS shall have the right to terminate this Agreement upon thirty (30) days' notice to the Trust. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. BISYS shall disclose to the Board the compensation and the components of the compensation of the Chief Compliance Officer, and BISYS shall coordinate with the Board in order to confirm that its process for determining any incentive compensation is acceptable to the Board. BISYS shall provide the Board with the opportunity to review and approve in advance the method for determining the Chief Compliance Officer's compensation and the range of any incentive compensation, and any changes thereto. At least annually, BISYS shall disclose to the Board the components of the Chief Compliance Officer's actual compensation package in reasonable detail to allow the Board to fulfill its responsibilities under Rule 38a-1(a)(4)(i) under the 1940 Act and related SEC staff positions and interpretations, including information BISYS may have available, if any (if the same may be provided without cost to BISYS), regarding chief compliance officer compensation for investment companies comparable to the Trust, and customary cost of living increases and customary bonuses of other BISYS employees. In addition, BISYS shall represent to the Board that BISYS will not retaliate against the Chief Compliance Officer should the Chief Compliance Officer inform the Board of a compliance failure or take aggressive actions to ensure compliance with the federal securities laws by the Trust or a service provider. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and take reasonable steps to implement and maintain the cooperation of the investment adviser, the custodian and any other Service Providers to the Trust, as well as Trust counsel, Independent Trustee counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. Subject to the first paragraph of this Section 2(a), BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS. In the event that the employment relationship or independent contractor agency relationship between BISYS and a person made available by BISYS serving as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to make that particular person available, but shall provide the resources and support that are reasonably necessary for the Chief Compliance Officer (who is not provided by BISYS) to fulfill any of the services set forth in this Section that are not fulfilled by BISYS. In such event, however, as provided above, the Trust shall have the ability to terminate this Agreement upon thirty (30) days notice to BISYS and the other provisions set forth in the first paragraph of this Section 2(a) shall apply.

Provision of Chief Compliance Officer. At the election of the TrustBoard, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(c) below, BISYS agrees to make available to the Trust and the Board a person to serve as the Trust's chief compliance officer Chief Compliance Officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l (the "Chief Compliance Officer")38a-1. BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not in the event the Board terminates retains such person as Chief Compliance Officer. In the event such eventperson is terminated as Chief Compliance Officer by the Board, and upon the request of the TrustBoard, BISYS will employ reasonable good faith efforts to promptly make another person available to serve as the Chief Compliance Officer. In addition, the Board may, in its sole discretion and for any reason, terminate the Chief Compliance Officer provided for under this Agreement. Following a reasonable opportunity for BISYS to provide a replacement, if the person(s) BISYS makes available is not acceptable to the Board to serve as the replacement Chief Compliance Officer, the Trust shall have the ability to terminate this Agreement upon thirty (30) days notice to BISYS. In the event that the Trust appoints a Chief Compliance Officer that is not provided by BISYS but this Agreement is not terminated: (i) BISYS shall continue to render the other services enumerated in Section 1(c), and continue to perform the other services enumerated in Section 1(c), in support of the replacement Chief Compliance Officer and (ii) BISYS and the Trust will negotiate, in good faith, a lower rate for, the annual fee payable under Schedule A, provided, however, that BISYS' annual fee under Schedule A shall remain unchanged unless and until a mutually acceptable lower fee is agreed upon in writing. . In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. BISYS agrees to provide the Board with information pertaining to the compensation of the Chief Compliance Officer and acknowledges that the Chief Compliance Officer's compensation must be acceptable to and approved by the Board, including a majority of the independent members of the Board. No employee of BISYS, or any person acting under the direction of BISYS may directly or indirectly take any action to coerce, manipulate, mislead, or fraudulently influence the Chief Compliance Officer in the performance of his or her duties under this Agreement. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and Board of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Federal Securities Laws (as related to the Fund Compliance Program), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Federal Securities Laws. BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS.

Provision of Chief Compliance Officer. At the election of the Trust, in (a) In connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(b) below, BISYS agrees to make available to the Trust a person to serve as the Trust's chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l 38a-1 (the "Chief Compliance Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and using reasonable efforts request the cooperation of the investment adviser and any other Service Providers to the Trust, as well as Trust counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the officers and trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws.

Provision of Chief Compliance Officer. (a) At the election of the TrustCompany, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(b) below, BISYS agrees to make available to the Trust Company a person to serve as the Trust's Company’s chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l 38a-1 (the "“Chief Compliance Officer"”). Selection of the Chief Compliance Officer shall remain the duty of the Board, and the Board shall have no obligation to elect any person that BISYS has made available. BISYS' ’ obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the TrustCompany, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the TrustCompany. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust Company or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the TrustCompany, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with BISYS' ’ commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' ’ compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust Company will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Company as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Company. The Company shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the Company, as well as Company counsel, independent Trustee counsel and the Company’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Company shall provide the Chief Compliance Officer with appropriate access to the executive officers and Trustees of the Company, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Company), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS. In the event that the employment relationship or independent contractor agency relationship between BISYS and a person made available by BISYS serving as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to make that particular person available, and shall have no responsibility concerning such person’s services after the date the Company is notified of such termination. In such event, upon the request of the Company, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer.

Provision of Chief Compliance Officer. At the election of the Trust, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(d) below, BISYS agrees to make available to the Trust a person to serve as the Trust's chief compliance officer Chief Compliance Officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l 38a-1 (the "Chief Compliance Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In addition, should the Trust no longer require the services of the Chief Compliance Officer as contemplated by this Agreement, the other services enumerated in Section 1 (c) shall continue in effect for the remaining term of the contract, but BISYS' obligation shall be to provide the resources and support that is reasonably necessary for a Chief Compliance Officer (who is not provided by BISYS) to fulfill any of the services set forth in this Section that are not fulfilled by BISYS. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the Trust, as well as Trust counsel, Independent Trustee counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS.

Provision of Chief Compliance Officer. (a) At the election of the TrustCompany, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(b) below, BISYS agrees to make available to the Trust Company a person to serve as the TrustCompany's chief compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l 38a-1 (the "Chief Compliance Officer"). BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the TrustCompany, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the TrustCompany. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust Company or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the TrustCompany, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust Company will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Company as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Company. The Company shall cooperate with the Chief Compliance Officer and ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the Company, as well as Company counsel, independent Trustee counsel and the Company's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Company shall provide the Chief Compliance Officer with appropriate access to the executive officers and trustees of the Company, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Company), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS. In the event that the employment relationship or independent contractor agency relationship between BISYS and a person made available by BISYS serving as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to make that particular person available, and shall have no responsibility concerning such person's services after the date the Company is notified of such termination. In such event, upon the request of the Company, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer.

Provision of Chief Compliance Officer. At the election of the TrustBoard, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(d) below, BISYS agrees to make available to the Trust and the Board a person to serve as the Trust's chief compliance officer Chief Compliance Officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l (the "Chief Compliance Officer")38a-1. BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not in the event the Board terminates retains such person as Chief Compliance Officer. In the event such eventperson is terminated as Chief Compliance Officer by the Board, and upon the request of the TrustBoard, BISYS will employ reasonable good faith efforts to promptly make another person available to serve as the Chief Compliance Officer. In addition, the Board may, in its sole discretion and for any reason, terminate the Chief Compliance Officer provided by BISYS under this Agreement. Such removal will not impact the provision of other services enumerated in Section 1(c), which shall continue in effect for the remaining term of the contract, in support of the replacement Chief Compliance Officer; however, compensation paid to BISYS will be at the reduced rate set forth on Schedule A if the replacement Chief Compliance Officer is not provided by BISYS. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. BISYS agrees to provide the Board with information pertaining to the compensation of the Chief Compliance Officer and acknowledges that the Chief Compliance Officer's compensation must be acceptable to and approved by the Board, including a majority of the independent members of the Board. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and Board of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Federal Securities Laws (as related to the Fund Compliance Program), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Federal Securities Laws.

Provision of Chief Compliance Officer. At the election of the Trust, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a) and to Section 3(d) below, BISYS agrees to make available to the Trust a person to serve as the Trust's chief chef compliance officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l (the "Chief Compliance Officer")38a-1. BISYS' obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not the Board terminates such person as Chief Compliance Officer. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In connection with BISYS' commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and seek the cooperation of the investment adviser, the custodian and any other Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust's independent accountants (collectively, the "Other Providers"), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall seek to provide the Chief Compliance Officer with appropriate access to the executive officers and trustees of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Applicable Securities Laws (as related to the Fund Compliance Program of the Trust), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. BISYS agrees to provide the services set forth in Section 1 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer is an employee or agent of BISYS. In the event that the employment relationship or independent contractor agency relationship between BISYS and a person made available by BISYS serving as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to make that particular person available, and shall have no responsibility concerning such person's services after the date the Trust is notified of such termination. In such event, upon the request of the Trust, BISYS will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer.

Provision of Chief Compliance Officer. At the election of the TrustBoard, in connection with the compliance services to be rendered by BISYS pursuant to Section I 1 above, and subject to the provisions of this Section 3(a2(a) and to Section 3(d2(d) below, BISYS agrees to make available to the Trust and the Board a person to serve as the Trust's chief compliance officer ’s Chief Compliance Officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-l (the "Chief Compliance Officer")38a-1. BISYS' ’ obligation in this regard shall be met by providing an appropriately qualified employee or agent of BISYS (or its affiliates) who, in the exercise of his or her duties to the Trust, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. In the event that the employment relationship or independent contractor agency relationship between BISYS and any person made available by BISYS to serve as Chief Compliance Officer terminates for any reason, BISYS shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Trust or other activities of such person provided or occurring after such termination regardless of whether or not in the event the Board terminates retains such person as Chief Compliance Officer. In the event such eventperson is terminated as Chief Compliance Officer by the Board, and upon the request of the TrustBoard, BISYS will employ reasonable good faith efforts to promptly make another person available to serve as the Chief Compliance Officer. In addition, the Board may, in its sole discretion and for any reason, terminate the Chief Compliance Officer provided by BISYS under this Agreement. Such removal will not impact the provision of other services enumerated in Section 1(c), which shall continue in effect for the remaining term of the contract, in support of the replacement Chief Compliance Officer; however, compensation paid to BISYS will be at the reduced rate set forth on Schedule A if the replacement Chief Compliance Officer is not provided by BISYS. In connection with BISYS' ’ commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, BISYS shall pay a level of total compensation to such person as is consistent with BISYS' ’ compensation of employees having similar duties, similar seniority, and working at the same or similar geographical 10cation.location. BISYS shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. BISYS agrees to provide the Board with information pertaining to the compensation of the Chief Compliance Officer and acknowledges that the Chief Compliance Officer’s compensation must be acceptable to and approved by the Board, including a majority of the independent members of the Board. The Trust will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder onon behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and ensure the cooperation of the Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and the Trust’s independent accountants (collectively, the “Other Providers”), and assist the Chief Compliance Officer and BISYS in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. In addition, the Trust shall provide the Chief Compliance Officer with appropriate access to the executive officers and Board of the Trust, and to representatives of and to any records, files and other documentation prepared by, Service Providers and Other Providers, which are or may be related to the Fund Compliance Program. Each party agrees to provide promptly to the other party (and to the Chief Compliance Officer), upon request, copies of other records and documentation relating to the compliance by such party with Federal Securities Laws (as related to the Fund Compliance Program), and each party also agrees otherwise to assist the other party (and the Chief Compliance Officer) in complying with the requirements of the Fund Compliance Program and Federal Securities Laws.