Common use of Additional Provisions Concerning the Chief Compliance Officer Clause in Contracts

Additional Provisions Concerning the Chief Compliance Officer. The provisions of Sections 6 are subject to the internal policies of Citi concerning the activities of its employees and their service as officers of funds (the “Citi Policies”), a copy of which shall be provided to the Client upon request. The Client’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to the CCO, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent he or she would otherwise be liable to the Client by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Client shall provide coverage to the CCO under its directors and officers liability policy that is appropriate to the CCO’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the CCO shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be (a) a material deviation from the Citi Policies, (b) an ongoing pattern of conduct involving the continuous or repeated violation of Applicable Securities Laws, or (c) a material deviation by the Client from the terms of this Agreement governing the services of such CCO that is not caused by such CCO or Citi. In addition, the CCO shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Client or its Other Providers to make an informed determination regarding any of the matters listed above. The CCO may, and the Client shall, promptly notify Citi of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client’s shareholder(s) or any third party which involves an allegation that the CCO failed to exercise his or her obligations to the Client in a manner consistent with applicable Laws.

Additional Provisions Concerning the Chief Compliance Officer. The provisions of Sections 6 2(a) are subject to the internal policies of Citi concerning the activities of its employees and their service as officers of funds (the “Citi Policies”), a copy of which shall be provided to the Client Trust upon request. The ClientTrust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to the CCOeach Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the ClientTrust, except to the extent he or she would otherwise be liable to the Client Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Client Trust shall provide coverage to the CCO Chief Compliance Officer under its directors and officers liability policy that is appropriate to the CCOChief Compliance Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the CCO each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be (a) a material deviation from the Citi Policies, (b) an ongoing pattern of conduct involving the continuous or repeated violation of Applicable Securities Laws, or (c) a material deviation by the Client Trust from the terms of this Agreement governing the services of such CCO Executive Officer that is not caused by such CCO Executive Officer or Citi. In addition, the CCO Chief Compliance Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Client Trust or its Other Providers to make an informed determination regarding any of the matters listed above. The CCO Chief Compliance Officer may, and the Client Trust shall, promptly notify Citi of any issue, matter or event that would be reasonably likely to result in any claim by the ClientTrust, one or more Client’s Trust shareholder(s) or any third party which involves an allegation that the CCO Chief Compliance Officer failed to exercise his or her obligations to the Client Trust in a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). Notwithstanding any provision of the Sub-Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Citi cannot ensure that the Trust complies with Applicable Securities Laws, and (b) whenever an employee or agent of Citi serves as an the Chief Compliance Officer of the Trust, as long as such the Chief Compliance Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Chief Compliance Officer and Citi and hold the Chief Compliance Officer and Citi harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Citi as an Executive Officer of the Trust.

Additional Provisions Concerning the Chief Compliance Officer. The provisions of Sections 6 2(a) are subject to the internal policies of Citi concerning the activities of its employees and their service as officers of funds (the “Citi Policies”), a copy of which shall be provided to the Client Trust upon request. The ClientTrust’s governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to the CCOeach Executive Officer, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the ClientTrust, except to the extent he or she would otherwise be liable to the Client Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Client Trust shall provide coverage to the CCO Chief Compliance Officer under its directors and officers liability policy that is appropriate to the CCOChief Compliance Officer’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the CCO each Executive Officer shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be (a) a material deviation from the Citi Policies, (b) an ongoing pattern of conduct involving the continuous or repeated violation of Applicable Securities Laws, or (c) a material deviation by the Client Trust from the terms of this Agreement governing the services of such CCO Executive Officer that is not caused by such CCO Executive Officer or Citi. In addition, the CCO Chief Compliance Officer shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Client Trust or its Other Providers to make an informed determination regarding any of the matters listed above. The CCO Chief Compliance Officer may, and the Client Trust shall, promptly notify Citi of any issue, matter or event that would be reasonably likely to result in any claim by the ClientTrust, one or more Client’s Trust shareholder(s) or any third party which involves an allegation that the CCO Chief Compliance Officer failed to exercise his or her obligations to the Client Trust in Exhibit (h-6) a manner consistent with applicable laws (including but not limited to any claim that a Report failed to meet the standards of Xxxxxxxx-Xxxxx and other applicable laws). Notwithstanding any provision of the Sub-Administration Agreement or any other agreement or instrument that expressly or by implication provides to the contrary, (a) it is expressly agreed and acknowledged that Citi cannot ensure that the Trust complies with Applicable Securities Laws, and (b) whenever an employee or agent of Citi serves as an the Chief Compliance Officer of the Trust, as long as such the Chief Compliance Officer acts in good faith and in a manner reasonably believed to be in the best interests of the Trust (and would not otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office), the Trust shall indemnify the Chief Compliance Officer and Citi and hold the Chief Compliance Officer and Citi harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages incurred by them arising out of or related to the service of such employee or agent of Citi as an Executive Officer of the Trust.

Additional Provisions Concerning the Chief Compliance Officer. It is understood and agreed that the CCO will be an executive officer of the Trust. The provisions of Sections 6 Section 3 are subject to the internal policies of Citi concerning the activities of its employees and their service as officers of funds (the “Citi Policies”), a copy of which shall be provided to the Client Funds upon request. The Client’s Funds’ governing documents (including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to the CCO, that are designed and intended to have the effect of fully indemnifying him or her and holding him or her harmless with respect to any claims, liabilities and costs arising out of or relating to his or her service in good faith in a manner reasonably believed to be in the best interests of the ClientFunds, except to the extent he or she would otherwise be liable to the Client Funds by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. The Client Funds shall provide coverage to the CCO under its directors and officers liability policy that is appropriate to the CCO’s role and title, and consistent with coverage applicable to the other officers holding positions of executive management. In appropriate circumstances, the CCO shall have the discretion to resign from his or her position, in the event that he or she reasonably determines that there has been or is likely to be (a) a material deviation from the Citi Policies, (b) an ongoing pattern of conduct involving the continuous or repeated violation of Applicable Securities Laws, or (c) a material deviation by the Client Funds from the terms of this Agreement governing the services of such CCO that is not caused by such CCO or Citi. In addition, the CCO shall have reasonable discretion to resign from his or her position in the event that he or she determines that he or she has not received sufficient cooperation from the Client Funds or its Other Providers to make an informed determination regarding any of the matters listed above. The CCO may, and the Client Funds shall, promptly notify Citi of any issue, matter or event that would be reasonably likely to result in any claim by the ClientFunds, one or more Client’s Funds’ shareholder(s) or any third party which involves an allegation that the CCO failed to exercise his or her obligations to the Client Funds in a manner consistent with applicable Laws.