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 Citi pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(d) below, Citi 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-1 (the “Chief Compliance Officer”). Citi’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of Citi (or its affiliates) who is competent and knowledgeable regarding the federal securities laws and is empowered with full responsibility to develop and enforce the Fund Compliance Program and 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. Citi’s responsibilities for the activities of such person as Chief Compliance Officer are limited to the extent that the Board shall make all determinations concerning the designation and any termination of the Chief Compliance Officer, and shall approve the level of compensation of the Chief Compliance Officer. In the event that the employment relationship between Citi and any person made available by Citi to serve as Chief Compliance Officer terminates for any reason, Citi shall have no further responsibility to provide the services of that particular person. In such event, upon the request of the Trust, Citi 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 Citi’s obligation shall be to provide the resources and support that is reasonably necessary for a Chief Compliance Officer (who is not provided by Citi) to fulfill any of the services set forth in this Section that are not fulfilled by Citi. In connection with Citi’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, Citi shall pay a level of total compensation to such person as is consistent with Citi’s compensation of employees having similar duties, similar seniority, and working at the same or similar geographical location. Citi 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 behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and cause 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”), to cooperate with and assist the Chief Compliance Officer and Citi 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. Citi 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 Citi.

Provision of Chief Compliance Officer. (a) At the election of the Trust, in connection with the compliance services to be rendered by Citi pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(d) below2, Citi agrees to make available to the Trust a person to serve serve, subject to Board approval, as the Trust’s Chief Compliance Officer chief compliance officer responsible for administering the Fund Exhibit (h-6) Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”). Citi’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of Citi (or its affiliates) who is competent and knowledgeable regarding the federal securities laws and is empowered with full responsibility to develop and enforce the Fund Compliance Program and 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. Citi’s responsibilities for the activities of such person as Chief Compliance Officer are limited to the extent that the Board shall make all determinations concerning the designation and any termination of the Chief Compliance Officer, and shall approve the level of compensation of the Chief Compliance Officer. In the event that the employment relationship between Citi and any person made available by Citi to serve as Chief Compliance Officer terminates for any reason, Citi shall have no further responsibility to provide the services of that particular person. In such event, upon the request of the Trust, Citi 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 Citi’s obligation shall be to provide the resources and support that is reasonably necessary for a Chief Compliance Officer (who is not provided by Citi) to fulfill any of the services set forth in this Section that are not fulfilled by Citi. In connection with Citi’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, Citi shall pay a level of total compensation to such person as is consistent with Citi’s compensation of employees having similar duties, similar seniority, and working at the same or similar geographical location. Citi shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. As required by Rule 38a-1, the compensation of the Chief Compliance Officer, and any changes thereto, shall be subject to Board approval and Citi shall provide to the Board such information as may be necessary to comply with Rule 38a-1 or as the Board may reasonably request in connection therewith. 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 behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and cause ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the Trust, as well as Trust counsel, Independent independent Trustee counsel and the Trust’s independent accountants (collectively, the “Other Providers”), to cooperate with and assist the Chief Compliance Officer and Citi 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. Citi 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 Citi.. In the event that the employment relationship or independent contractor agency relationship between Citi and a person made available by Citi serving as Chief Compliance Officer terminates for any reason, Citi 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, Citi will employ reasonable good faith efforts to make another person available to serve as the Chief Exhibit (h-6)

Provision of Chief Compliance Officer. (a) At the election of the Trust, in connection with the compliance services to be rendered by Citi pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(d) below2, Citi agrees to make available to the Trust a person to serve serve, subject to Board approval, 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-1 (the “Chief Compliance Officer”). Citi’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of Citi (or its affiliates) who is competent and knowledgeable regarding the federal securities laws and is empowered with full responsibility to develop and enforce the Fund Compliance Program and 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. Citi’s responsibilities for the activities of such person as Chief Compliance Officer are limited to the extent that the Board shall make all determinations concerning the designation and any termination of the Chief Compliance Officer, and shall approve the level of compensation of the Chief Compliance Officer. In the event that the employment relationship between Citi and any person made available by Citi to serve as Chief Compliance Officer terminates for any reason, Citi shall have no further responsibility to provide the services of that particular person. In such event, upon the request of the Trust, Citi 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 Citi’s obligation shall be to provide the resources and support that is reasonably necessary for a Chief Compliance Officer (who is not provided by Citi) to fulfill any of the services set forth in this Section that are not fulfilled by Citi. In connection with Citi’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, Citi shall pay a level of total compensation to such person as is consistent with Citi’s compensation of employees having similar duties, similar seniority, and working at the same or similar geographical location. Citi shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. As required by Rule 38a-1, the compensation of the Chief Compliance Officer, and any changes thereto, shall be subject to Board approval and Citi shall provide to the Board such information as may be necessary to comply with Rule 38a-1 or as the Board may reasonably request in connection therewith. 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 behalf of the Trust. The Trust shall cooperate with the Chief Compliance Officer and cause ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the Trust, as well as Trust counsel, Independent independent Trustee counsel and the Trust’s independent accountants (collectively, the “Other Providers”), to cooperate with and assist the Chief Compliance Officer and Citi 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. Citi 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 Citi.. In the event that the employment relationship or independent contractor agency relationship between Citi and a person made available by Citi serving as Chief Compliance Officer terminates for any reason, Citi 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, Citi will employ reasonable good faith efforts to make another person available to serve as the Chief

Provision of Chief Compliance Officer. (a) At the election of the TrustClient, in connection with the compliance services to be rendered by Citi pursuant to Section 1 5 above, and subject to the provisions of this Section 2(a) and to Section 2(d) below6, Citi agrees to make available to the Trust Client a person to serve serve, subject to Board approval, as the TrustClient’s Chief Compliance Officer CCO responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”)38a-1. Citi’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of Citi (or its affiliates) who is competent and knowledgeable regarding the federal securities laws and is empowered with full responsibility to develop and enforce the Fund Compliance Program and who, in the exercise of his or her duties to the TrustClient, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. Citi’s responsibilities for the activities of such person as Chief Compliance Officer are limited to the extent that the Board shall make all determinations concerning the designation and any termination of the Chief Compliance Officer, and shall approve the level of compensation of the Chief Compliance Officer. In the event that the employment relationship between Citi and any person made available by Citi to serve as Chief Compliance Officer terminates for any reason, Citi shall have no further responsibility to provide the services of that particular person. In such event, upon the request of the Trust, Citi 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 Citi’s obligation shall be to provide the resources and support that is reasonably necessary for a Chief Compliance Officer (who is not provided by Citi) to fulfill any of the services set forth in this Section that are not fulfilled by CitiClient. In connection with Citi’s commitment to make an appropriately qualified person available to serve as Chief Compliance OfficerCCO, Citi shall pay a level of total compensation to such person as is consistent with Citi’s compensation of employees having similar duties, similar seniority, and working at the same or similar geographical location. Citi shall not be obligated to pay any compensation to a Chief Compliance Officer CCO which exceeds that set forth in the previous sentence. As required by Rule 38a-1, the compensation of the CCO, and any changes thereto, shall be subject to Board approval and Citi shall provide to the Board such information as may be necessary to comply with Rule 38a-1 or as the Board may reasonably request in connection therewith. The Trust Client will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Client as the Chief Compliance Officer CCO deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the TrustClient. The Trust Client shall cooperate with the Chief Compliance Officer CCO and cause ensure the investment advisercooperation of the 38a-1 Service Providers, the custodian and any other Service Providers to the TrustClient, as well as Trust Client counsel, Independent Trustee independent Client counsel and the TrustClient’s independent accountants (collectively, the “Other Providers”), to cooperate with and assist the Chief Compliance Officer CCO and Citi in preparing, implementing and carrying out the duties of the Chief Compliance Officer CCO under the Fund Compliance Program and Rule 38a-1. In addition, the Trust Client shall provide the Chief Compliance Officer CCO with appropriate access to the executive officers and trustees of the TrustClient, and to representatives of and to any records, files and Schedule 2 other documentation prepared by, 38a-1 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 OfficerCCO), 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 TrustClient), and each party also agrees otherwise to assist the other party (and the Chief Compliance OfficerCCO) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. Citi agrees to provide the services set forth in Section 1 5 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer CCO is an employee or agent of Citi. In the event that the employment relationship or independent contractor agency relationship between Citi and a person made available by Citi serving as CCO terminates for any reason, Citi 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 Client is notified of such termination. In such event, upon the request of the Client, Citi will employ reasonable good faith efforts to make another person available to serve as the CCO. In the event that the Client appoints a CCO that is not provided by Citi but this Agreement is not terminated: (i) Citi shall continue to render the other services enumerated in Section 5(b), in support of the replacement CCO and (ii) Citi and the Client shall negotiate, in good faith, a lower rate for, the annual fee payable under the Fee Schedule attached hereto, provided, however, that Citi shall be entitled to continue to receive the annual fee set forth under the Fee Schedule unless and until a mutually acceptable lower fee is agreed upon in writing. In addition, following a reasonable opportunity for Citi to provide a replacement, if the person(s) Citi makes available is (are) not acceptable to the Board to serve as the replacement CCO, the Client shall have the ability to terminate the CCO service under Section 6 of this Agreement upon thirty (30) days notice to Citi.

Provision of Chief Compliance Officer. (a) At the election of the TrustClient, in connection with the compliance services to be rendered by Citi pursuant to Section 1 5 above, and subject to the provisions of this Section 2(a) and to Section 2(d) below6, Citi agrees to make available to the Trust Client a person to serve serve, subject to Board approval, as the TrustClient’s Chief Compliance Officer CCO responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”)38a-1. Citi’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of Citi (or its affiliates) who is competent and knowledgeable regarding the federal securities laws and is empowered with full responsibility to develop and enforce the Fund Compliance Program and who, in the exercise of his or her duties to the TrustClient, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. Citi’s responsibilities for the activities of such person as Chief Compliance Officer are limited to the extent that the Board shall make all determinations concerning the designation and any termination of the Chief Compliance Officer, and shall approve the level of compensation of the Chief Compliance Officer. In the event that the employment relationship between Citi and any person made available by Citi to serve as Chief Compliance Officer terminates for any reason, Citi shall have no further responsibility to provide the services of that particular person. In such event, upon the request of the Trust, Citi 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 Citi’s obligation shall be to provide the resources and support that is reasonably necessary for a Chief Compliance Officer (who is not provided by Citi) to fulfill any of the services set forth in this Section that are not fulfilled by CitiClient. In connection with Citi’s commitment to make an appropriately qualified person available to serve as Chief Compliance OfficerCCO, Citi shall pay a level of total compensation to such person as is consistent with Citi’s compensation of employees having similar duties, similar seniority, and working at the same or similar geographical location. Citi shall not be obligated to pay any compensation to a Chief Compliance Officer CCO which exceeds that set forth in the previous sentence. As required by Rule 38a-1, the compensation of the CCO, and any changes thereto, shall be subject to Board approval and Citi shall provide to the Board such information as may be necessary to comply with Rule 38a-1 or as the Board may reasonably request in connection therewith. The Trust Client will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Client as the Chief Compliance Officer CCO deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the TrustClient. The Trust Client shall cooperate with the Chief Compliance Officer CCO and cause ensure the investment advisercooperation of the 38a-1 Service Providers, the custodian and any other Service Providers to the TrustClient, as well as Trust Client counsel, Independent Trustee independent Client counsel and the TrustClient’s independent accountants (collectively, the “Other Providers”), to cooperate with and assist the Chief Compliance Officer CCO and Citi in preparing, implementing and carrying out the duties of the Chief Compliance Officer CCO under the Fund Compliance Program and Rule 38a-1. In addition, the Trust Client shall provide the Chief Compliance Officer CCO with appropriate access to the executive officers and trustees of the TrustClient, and to representatives of and to any records, files and other documentation prepared by, 38a-1 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 OfficerCCO), 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 TrustClient), and each party also agrees otherwise to assist the other party (and the Chief Compliance OfficerCCO) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. Citi agrees to provide the services set forth in Section 1 5 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer CCO is an employee or agent of Citi. In the event that the employment relationship or independent contractor agency relationship between Citi and a person made available by Citi serving as CCO terminates for any reason, Citi 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 Client is notified of such termination. In such event, upon the request of the Client, Citi will employ reasonable good faith efforts to make another person available to serve as the CCO. In the event that the Client appoints a CCO that is not provided by Citi but this Agreement is not terminated: (i) Citi shall continue to render the other services enumerated in Section 5(b), in support of the replacement CCO and (ii) Citi and the Client shall negotiate, in good faith, a lower rate for, the annual fee payable under the Fee Schedule attached hereto, provided, however, that Citi shall be entitled to continue to receive the annual fee set forth under the Fee Schedule unless and until a mutually acceptable lower fee is agreed upon in writing. In addition, following a reasonable opportunity for Citi to provide a replacement, if the person(s) Citi makes available is (are) not acceptable to the Board to serve as the replacement CCO, the Client shall have the ability to terminate the CCO service under Section 6 of this Agreement upon thirty (30) days notice to Citi.

Provision of Chief Compliance Officer. At the election of the Trust, in In connection with the compliance services to be rendered by Citi pursuant to Section 1 above, and subject to the provisions of this Section 2(a) and to Section 2(d) below, Citi agrees to make available to the Trust Funds a person to serve as the Trust’s Funds’ Chief Compliance Officer responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 38a-l (the “Chief Compliance Officer”). Citi’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of Citi (or its affiliates) who is competent and knowledgeable regarding the federal securities laws and is empowered with full responsibility to develop and enforce the Fund Compliance Program and who, in the exercise of his or her duties to the TrustFunds, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. Citi’s responsibilities for the activities of such person as Chief Compliance Officer are limited to the extent that the Board shall make all determinations concerning the designation and any termination of the Chief Compliance Officer, and shall approve the level of compensation of the Chief Compliance OfficerFunds. In the event that the employment relationship between Citi and any person made available by Citi to serve as Chief Compliance Officer terminates for any reason, Citi shall have no further responsibility to provide the services of that particular person, and shall have no responsibility whatsoever for the services to the Funds 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 TrustFunds, Citi will employ reasonable good faith efforts to make another person available to serve as the Chief Compliance Officer. In addition, should the Trust Funds no longer require the services of the Chief Compliance Officer as contemplated by this Agreement, the other services enumerated in Section 1 (cb) shall continue in effect for the remaining term of the contract, but Citi’s obligation shall be to provide the resources and support that is reasonably necessary for a Chief Compliance Officer (who is not provided by Citi) to fulfill any of the services set forth in this Section that are not fulfilled by Citi. Agreement.. In connection with Citi’s commitment to make an appropriately qualified person available to serve as Chief Compliance Officer, Citi shall pay a level of total compensation to such person as is consistent with Citi’s compensation of employees having similar duties, similar seniority, and working at the same or similar geographical location. Citi shall not be obligated to pay any compensation to a Chief Compliance Officer which exceeds that set forth in the previous sentence. The Trust Board retains ultimate responsibility for the Chief Compliance Officer’s employment as Chief Compliance Officer to the Funds and approval of compensation. The Funds will provide copies of the Fund Compliance Program, related policies and procedures, and all other books and records of the Trust Funds as the Chief Compliance Officer deems necessary or desirable in order to carry out his or her duties hereunder on behalf of the TrustFunds. The Trust Funds shall cooperate with the Chief Compliance Officer and cause ensure the cooperation of the investment adviser, the custodian and any other Service Providers to the TrustFunds, as well as Trust Funds counsel, Independent Trustee Director’s counsel and the Trust’s Funds’ independent accountants (collectively, the “Other Providers”), to cooperate with and assist the Chief Compliance Officer and Citi in preparing, implementing and carrying out the duties of the Chief Compliance Officer under the Fund Compliance Program and Rule 38a-1. 38a-l. In addition, the Trust Funds shall provide the Chief Compliance Officer with appropriate access to the executive officers and trustees directors of the TrustFunds, 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 TrustFunds), 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. Citi 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 Citi.

Provision of Chief Compliance Officer. (a) At the election of the TrustFunds, in connection with the compliance services to be rendered by Citi pursuant to Section 1 above2above, and subject to the provisions of this Section 2(a) and to Section 2(d) below3, Citi agrees to make available to the Trust Funds a person to serve serve, subject to Board approval, as the Trust’s Chief Compliance Officer Funds’ CCO responsible for administering the Fund Compliance Program as provided in paragraph (a)(4) of Rule 38a-1 (the “Chief Compliance Officer”)38a-1. Citi’s obligation in this regard shall be met by providing an appropriately qualified employee or agent of Citi (or its affiliates) who is competent and knowledgeable regarding the federal securities laws and is empowered with full responsibility to develop and enforce the Fund Compliance Program and who, in the exercise of his or her duties to the TrustFunds, shall act in good faith and in a manner reasonably believed by him or her to be in the best interests of the Trust. Citi’s responsibilities for the activities of such person as Chief Compliance Officer are limited to the extent that the Board shall make all determinations concerning the designation and any termination of the Chief Compliance Officer, and shall approve the level of compensation of the Chief Compliance Officer. In the event that the employment relationship between Citi and any person made available by Citi to serve as Chief Compliance Officer terminates for any reason, Citi shall have no further responsibility to provide the services of that particular person. In such event, upon the request of the Trust, Citi 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 Citi’s obligation shall be to provide the resources and support that is reasonably necessary for a Chief Compliance Officer (who is not provided by Citi) to fulfill any of the services set forth in this Section that are not fulfilled by CitiFunds. In connection with Citi’s commitment to make an appropriately qualified person available to serve as Chief Compliance OfficerCCO, Citi shall pay a level of total compensation to such person as is consistent with Citi’s compensation of employees having similar duties, similar seniority, and working at the same or similar geographical location. Citi shall not be obligated to pay any compensation to a Chief Compliance Officer CCO which exceeds that set forth in the previous sentence. The Trust will provide copies As required by Rule 38a-1, the compensation of the Fund Compliance Program, related policies and proceduresCCO, and all other books any changes thereto, shall be subject to Board approval and records of Citi shall provide to the Trust Board such information as may be necessary to comply with Rule 38a-1 or as the Chief Compliance Officer deems necessary or desirable Board may reasonably request in order to carry out his or her duties hereunder on behalf of the Trustconnection therewith. The Trust Funds shall cooperate with the Chief Compliance Officer CCO and cause ensure the investment advisercooperation of the 38a-1 Service Providers, the custodian and any other Service Providers service providers to the TrustFunds, as well as Trust Funds counsel, Independent Trustee independent Funds counsel and the Trust’s Funds’ independent accountants (collectively, the “Other Providers”), to cooperate with and assist the Chief Compliance Officer CCO and Citi in preparing, implementing and carrying out the duties of the Chief Compliance Officer CCO under the Fund Compliance Program and Rule 38a-1. In addition, the Trust Funds shall provide the Chief Compliance Officer CCO with appropriate access to the executive officers and trustees of the TrustFunds, and to representatives of and to any records, files and other documentation prepared by, 38a-1 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 OfficerCCO), 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 TrustFunds), and each party also agrees otherwise to assist the other party (and the Chief Compliance OfficerCCO) in complying with the requirements of the Fund Compliance Program and Applicable Securities Laws. Citi agrees to provide the services set forth in Section 1 3 pertaining to the Fund Compliance Program, whether or not the person serving as Chief Compliance Officer CCO is an employee or agent of Citi. In the event that the employment relationship or independent contractor agency relationship between Citi and a person made available by Citi serving as CCO terminates for any reason, Citi 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 Funds are notified of such termination. In such event, upon the request of the Funds, Citi will employ reasonable good faith efforts to make another person available to serve as the CCO. In the event that the Funds appoints a CCO that is not provided by Citi but the Compliance Services terms of this Agreement are not terminated: (i) Citi shall continue to render the other services enumerated in Section 3(b), in support of the replacement CCO and (ii) Citi and the Funds shall negotiate, in good faith, a lower rate for the annual fee payable under the Fee Schedule to the Agreement, provided, however, that Citi shall be entitled to continue to receive the Fees in the Fee Schedule unless and until a mutually acceptable lower fee is agreed upon in writing. In addition, following a reasonable opportunity for Citi to provide a replacement, if the person(s) Citi makes available is (are) not acceptable to the Board to serve as the replacement CCO, the Funds shall have the right to terminate the Compliance Services terms of the Agreement, this Schedule and the Fee Schedule and to receive a mutually agreed upon reduction in Fees upon thirty (30) days’ notice to Citi. Notwithstanding anything contrary in the Agreement or this Schedule or the Fee Schedule, the Board may terminate the CCO at any time, in its sole discretion, without cause and such termination will be effective immediately.